Having addressed how to conduct hybrid or virtual-only shareholder meetings, corporate boards now must consider virtual board meetings in this COVID-19 era, and decide how to mitigate the additional legal risks they present.
With the vast uncertainty generated by the COVID-19 pandemic, one of the immediate challenges that Ohio’s financial institutions must confront, especially at this time of year, involves how to handle their annual shareholder or member meetings.
One of the very first considerations in deciding to issue new capital or debt involves whether the issuing institution desires to conduct a “public” offering, or a “private placement” which qualifies for an exemption from registration with the United States Securities and Exchange Commission (SEC).
It’s all over the news and it’s top of mind with bank regulators: “Cybersecurity.” What happened with Target, Home Depot and Wyndham hasn’t helped. The last several years have been fraught with news story after news story about those crafty hackers who find vulnerabilities in a company’s system and steal private information or even redirect funds. And despite all of our technological advancements, the escalation in successful hacking attempts has no end in sight. Call them hackers, fraudsters or good old-fashioned crooks, from computer-savvy teenagers to state-sponsored groups, they are not going away. And, unfortunately, they seem at times to be two steps ahead of the latest security software and security vendors that are offering you and your financial institution protection.
Unless you’ve been under a rock for the past year, you’re aware that perhaps top on the list of “risk management” items is the need to ascertain the viability and efficacy of your data security programs. Banking industry and agency literature has been replete with warnings and highlights. On June 30, 2015 the federal agencies, through the FFIEC, published their promised Cybersecurity Assessment Tool (CAT) to assist institutions, including those too small to have specific cybersecurity assessment resources, to evaluate cybersecurity risks and preparedness.
Jeff Smith, a partner in the Vorys Columbus office, and Jeffrey Quayle, senior vice president and general counsel for the Ohio Bankers League (OBL), co-authored an article for the Spring 2015 edition of the Ohio Record (the magazine of the OBL) titled “Joining Forces to Enhance Competitiveness.”
Despite serious concerns by the industry, as announced on March 19, the Consumer Financial Protection Bureau (CFPB) has opted to publish “personal narratives” in conjunction with complaints against banking institutions. The CFPB website will carry unverified, unsubstantiated and uninvestigated narratives, in the words of the customer, describing their purported issues with a named institution.
In Perez v. Mortgage Bankers Association, the Supreme Court unanimously held that federal agencies do not have to engage in formal notice-and-comment rulemaking when changing their interpretative rules (even when, as in the case before the Court, those changes are significant).
Brenda K. Bowers, of counsel in the Columbus office, authored this article on Ohio House Bill — The Ohio Legacy Trust Act and Due Diligence Concerns for the Spring 2014 issue of The Bankers' Statement.
Susanne M. Hopkins, a partner in the Washington, D.C. office, authored this article on Patent Trolls Continue to Target Financial Institutions, but Change May Be Near for the Spring 2014 issue of The Bankers' Statement.
With the boom in oil and gas production issues in Ohio, irrespective of the type, charter bank and thrift lenders can find a significant resource for safe and sound lending guidance in the newly issued addition to the Comptroller’s Handbook on “Oil and Gas Production Lending.”
The Supreme Court of Ohio issued its decision dated March 4, 2014, in the case of FirstMerit Bank, N.A. v. Inks, et al (2014-Ohio-789), confirming important Ohio statutory protections for lenders in workout situations under Ohio Revised Code Section 1335.05.
As most bankers know, Ohio adopted a new Ohio Financial Institutions Tax (FIT), which is based on a consolidated entity formula explained below. Given the new consolidated approach to taxing financial institutions with a presence in Ohio and the bank regulatory issues that accompany any type of inter-company and bank liability sharing or exchange, it is important that financial institutions have in place an appropriate tax sharing agreement.
In a recent decision in a Delaware Chapter 11 case, the court took the unusual step of capping the amount of a secured lender’s loan that could be used in the lender’s credit bid in a Section 363 sale.
Lisa Babish Forbes, a partner in the Cleveland office and Elizabeth E.W. Weinewuth, an associate in the Cincinnati office, authored this article on Fiduciaries Under Fire for the Winter 2014 issue of The Bankers' Statement.
Lisa Babish Forbes, a partner in the Cleveland office and Elizabeth Davis Conway, an associate in the Cleveland office, authored this article on the Ohio Uniform Fiduciaries Act for the Winter 2014 issue of The Bankers' Statement.
Statutory protections, indemnification and director and officer liability insurance (D&O insurance) all combine to provide some level of comfort and protection to bank directors in the proper performance of their duties as directors. The hope is that directors can begin and complete their terms of office knowing that these protections exist, but never having to call on the protections or their potential limitations.
Michael J. Bronson and Laurie A. Wireman, attorneys in the Cincinnati office, authored this article on False Claims Act recoveries and the steps financial institutions can take minimize future risks for the Summer 2013 edition of The Bankers' Statement.