Happy Holidays to all clients, referral sources and potential clients.
Instead of sending printed holiday cards, Bryan Cave Leighton Paisner is making donations to a number of our charity partners.
In December 2017, the FDIC published a written history of the financial crisis focusing on the agency’s response and lessons learned from its experience. Crisis and Response: An FDIC History, 2008–2013 reviews the experience of the FDIC during a period in which the agency was confronted with two interconnected and overlapping crises—first, the financial crisis in 2008 and 2009, and second, a banking crisis that began in 2008 and continued until 2013. The history examines the FDIC’s response, contributes to an understanding of what occurred, and shares lessons from the agency’s experience.
In April 2019, the FDIC followed up on the written summary with a “podcast” covering the same. While I am a huge fan of podcasts, as at least partially reflected in hosting The Bank Account, one of my pet peeves is when someone calls an audio download a podcast, without providing any convenient way to download that audio to a podcast application so that it can easily be listened to in the car, at the gym, or on a walk.
(Full disclosure: I listen to most podcasts, including banking podcasts, while running. I certainly can’t say that discussions of banking law motivate me to run any faster or farther, but I do at least listen to them at 1.5x speed.)
Rather than just complain (or ignore it), I decided to take action and created an rss feed for the FDIC’s podcast. Anyone should now be able to paste/enter https://bankbclp.com/fdic-podcast.xml into their podcast app of choice to subscribe to the FDIC’s Crisis and Response podcast. I’ve also published additional instructions on how to subscribe to the FDIC podcast with particular podcast applications.
All in, we’ve published over 1,000 blog posts, authored by almost 100 different attorneys with the firm. From BankPogo.com to BankBryanCave.com to BankBCLP.com, the site has evolved with the evolution of the firm, but has always been focused on providing usable advice to financial institutions across the country.
I’m thrilled with what we were able to build, but also refuse to just rest on our past accomplishments. We are always on the lookout for areas of interest to our client, where we can partner with the financial institution industry to create value for all. I think we all hope that such assistance will never again involve assistance with government investments in our depository institutions, but if it does, we look forward to building upon the expertise gained in the great recession.
On Monday, May 14, 2018, we will be hosting, with our friends at Porter Keadle Moore, LLC and FIG Partners, an S Corp Workshop exploring issues affecting S Corp banks following adoption of the Jobs and Tax Cuts Act.
Operating as an S Corp has historically been an appealing choice for many financial institutions that have the flexibility to be taxed in a variety of ways. In light of the recent tax reform, however, an S Corp structure may not be as beneficial as it has traditionally been in the past. Whether you’re an existing S Corp considering converting, or just want to learn more about key decision points, join us as we take a deeper dive into the mechanics and calculations as well as discuss case studies on how using this election can help you thrive in today’s dynamic business environment.
Monday, May 14
7:30 am – 5:30 pm
Office of Bryan Cave Leighton Paisner
One Atlantic Center, 14th Floor
1201 W. Peachtree St., N.W.
Atlanta, GA 30309
Click here for Agenda.
On Thursday, October 12, 2017, Atlanta Partner, Robert Klingler, will be presenting a webinar on the Pros and Cons of Bank Holding Companies. The webinar is hosted by Strafford and will begin 1:00pm Eastern on October 12, 2017.
In April of this year, Bank of the Ozarks, a $20 Billion, NASDAQ-listed, bank holding company, announced its plan to eliminate its holding company, which was completed in June. In July, BancorpSouth, a $15 billion, NYSE-listed, bank holding company, announced its plan to eliminate its holding company. With the inclusion of BancorpSouth Bank, only four of the 115 banks with more than $10 billion in assets don’t have a holding company; but that number has doubled in the last six months.
Eliminating a holding company can often be done without limiting the permissible activities of the organization, with the potential for reduced regulatory oversight, simplified financial reporting, and consolidated governance. However, the holding company structure can also offer significant capital flexibility, particularly for institutions under $15 billion with trust preferred securities or institutions under $1 billion that can take advantage of the Small Bank Holding Company Policy Statement. Depending on the status of the applicable banking statutes, a holding company structure can also provide significant corporate governance benefits, including facilitating stock repurchases and avoiding super-majority voting thresholds for certain transactions.
As Jonathan and I mentioned on our podcast on succession planning a few weeks ago, our patriarch and founding father, Walt Moeling, formally retired at the end of 2016. However, his knowledge and influence continue to permeate almost everything we do (and he still has the same office down the hall). One of the ways that influence can be seen continues to be in our use of stories originally told to us by Walt. Of course, his storytelling ability has been noticed, including by the press. Several years ago, as part of our succession planning, we began chronicling some of those stories. What follows is what I wrote two years ago…
In early 2010, our clients were dropping like flies, with one or two clients failing every Friday. Even as one client entered receivership, we were each likely working with three or four others that were on the same path. (Each was a horror movie, and we knew exactly how it would play out, even if our clients held out optimism each time that, for whatever reason, their story would play out differently.)
Walt and I were on the phone with one such client who had just passed the 2% leverage ratio threshold, and was in discussions on next steps. The executives were worried about how their employees would handle the receivership. Walt, as usual, slipped into a story about another (former) client that had been a client for years. Whenever Walt called, the president’s administrative assistant, Nancy, would answer the phone and chat with Walt before tracking down the bank’s president. Walt shared how he had listened as Nancy became increasingly depressed as the bank’s condition had deteriorated.
In his best Southern belle, falsetto, voice, Walt would demonstrate the decreasing pep in Nancy’s voice. From an upbeat “Good Morning, Walt!” to more and more depressing “Oh, Walt, things are hard, but we’re trying.” In the weeks leading up to that client’s receivership, Walt himself became increasingly saddened by Nancy’s stress. Calls now usually started “Oh, Walter, things are rough.”
Bryan Cave participated in a daylong conference at Fordham University exploring opportunities and challenges that participants in the capital markets face as they look to harness the power of corporate sustainability data. Alongside Bryan Cave attorneys, the event featured voices from academia, leading investment firms as well as ESG rating and research agencies. The conference was jointly presented by Fordham Law School and Fordham’s Gabelli School of Business.
The conference, “The Corporate Sustainability Movement: The Flood of Data,” gathered a diverse audience and presented perspectives on this theme from users (the investors), providers (the companies and reporting agencies), as well as exploring innovation and ideals for how disclosure can enhance the market. To find out more about the conference, visit the organizer’s website.
Ken Henderson, partner in Bryan Cave’s New York office, moderated a lively panel to discuss the current state of corporate sustainability and ESG data disclosure, what the experts envision as the ideal standard and expectation of reporting (both for the benefit of investors, companies and other stakeholders), and the potential roadmaps to reach this goal. Harnessing the perspectives of panelists whose backgrounds include experience as reporting and research agents and financial advisors and investors, Ken kept up a lively debate and integrated particular insights and questions from the audience into the discussion.
Over the last several weeks, we’ve updated the BankBryanCave.com site to a new design, new hosting service and new e-mail subscription service. The updates have been long overdue, and should help us continue to provide interesting and useful content. As expected, the site redesign also engendered lots of internal conversation and renewed interest in the platform. Accordingly, I hope that the next weeks and months will continue to provide new voices and new perspectives on issues affecting community bankers.
As with the industry as a whole, we are eagerly awaiting upcoming regulatory relief and changes. Although the changes will hopefully reduce the regulatory burden for many, change is never easy, and we intend to address what community banks will need to do to adjust to those changes. We also expect that the market for de novo banks will continue to add steam. With several clients looking at filing de novo applications, we hope to share successes (and tidbits to learn from mistakes) with others.
New Mailing Service
One of the items I’m most happy about (yes, I live a strange life) is a new service to handle our e-mail updates from BankBryanCave. For those already subscribed, you should receive duplicate copies with this blog post, one from email@example.com that looks like the old alerts, and a new alert from firstname.lastname@example.org. We’re then going to be turning off the old e-mail service, so you shouldn’t have to take any action. I apologize in advance for the duplicate e-mails, but felt that was the best way to ensure that the new system is working before we turn off the old one! If you run into any problems, please don’t hesitate to e-mail me at Robert.Klingler@bryancave.com. For those interest in getting e-mail alerts whenever a new post is made, subscribe to the blog. You can select to receive alerts immediately, only once a day, or only once a week (or all three, if you just can’t get enough!).
Bryan Cave recently organized a half-day symposium on the opportunities and legal considerations related to responsible and impact investing. The “Responsible and Impact Investing Symposium,” held on November 10, was co-hosted by Fordham University’s Gabelli School of Business and featured leaders in this growing field who discussed opportunities and challenges for investors, private foundations, financial advisors and for-profit entities. More than 135 guests attended, including investment managers and private wealth advisors, foundation representatives, asset managers, financial analysts, corporate counsel and others.
The program was kicked off by Convener Roberta Gordon of Bryan Cave’s New York office, who launched the afternoon’s discussion of using philanthropic and investment dollars to maximize social change. She introduced the program’s many illustrious speakers, including Thomas P. DiNapoli, the Comptroller of the State of New York. Mr. DiNapoli, who is the sole trustee of the $181 billion New York State Common Retirement Fund, addressed how he manages the Fund to advance environmental, social and governance (“ESG”) policies while discharging his fiduciary duties to attain performance benchmarks and minimize risk. Among other things, the Comptroller described how the Fund’s engagement with companies has resulted in key improvements to corporate behavior, particularly with respect to climate change. Watch this video.
From time to time we hear from bank senior management that their board doesn’t seem engaged, or that they can’t get a sustained conversation out of their board. Instead, board meetings consist of routine review of management reports, with motions, seconds, and unanimous adoptions of management recommendations without any meaningful discussion. Years of bank board meetings can go by without a single dissenting vote recorded in the bank’s board minutes. Regulators may being to question, perhaps correctly, that the board has merely become a rubber stamp for management, and that the board is merely “going through the motions” at each board meeting.
Over time, we have found one topic for which no board member can remain silent, and everyone (and I mean everyone) has an opinion.
Branch lobby carpet colors can also be quite effective, as can capitalization (grammar, not balance sheet, i.e. Fintech vs. FinTech), a change in mascot or marketing gimmick, or minor tweaks to branch hours.