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Klingler and Wheeler to Present on the JOBS Act

On Wednesday, August 22, 2012, the SEC is meeting to consider rules to implement a critical component of the Jumpstart Our Business Startups Act (the JOBS Act).  Specifically, the Commission will be considering rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the JOBS Act.

On Thursday, August 23, 2012 at 2:00pm Pacific time, Partners Robert Klingler and Dan Wheeler will be presenting a webinar for the Western Independent Bankers on the impact of the JOBS Act on community banks. The title of the webinar is “Capital Relief and New Opportunities: The Impact of the JOBS Act on Community Banks.”

In a time of ever increasing regulation, Congress passed the JOBS Act in April 2012, a significant piece of deregulation of the federal securities laws.  Public and private offerings are both impacted, and likely to be permanently changed.  New flexibility has been introduced relaxing reporting requirements and allowing community banks to raise capital more easily.

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Media Mentions – July 24, 2012

With attorneys and staff worldwide, Bryan Cave attorneys are often quoted in the news.  Recent Media Mentions of Financial Institutions Group attorneys include:

Achenbach in American Banker

Ken Achenbach was quoted in a July 2 article in American Banker regarding the decline in FDIC Loss-Sharing Deals for failed-bank buyers as the economy improves. Achenbach said “If the FDIC loss share backstop is there, it certainly mitigates the risks involved in taking the portfolio . . . Given the limited amount of diligence you’re able to do in these deals, and particularly earlier in the economic cycle where there was much more price uncertainty in the real estate markets, people actively wanted that safety net. Over time, however, bidders may be becoming more comfortable with asset pricing and may be assigning less value to the protections of loss-sharing. In addition, the FDIC is now encouraging banks that are comfortable doing so to make non-loss share bids.”

Hightower in Bank Safety & Soundness Advisor

Jonathan Hightower was quoted July 2 by the Bank Safety & Soundness Advisor concerning new Basel III capital rules, and how community bankers might need to prepare for the changes sooner rather than later.  Hightower said the new rules probably won’t change acquisition, development and construction (ADC) lending behavior now, when so few banks are making ADC loans.  But he said it will impact future lending plans.  “Where you’ll really see a difference is when the market  comes back and banks get more comfortable thinking about reentering this market,” he said.  “there are lenders out there who know the business and have done this kind of lending for a long time.  But now, unless those loans meet some focused requirements, they’ll be subject to those higher risk weights.”

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Jim McAlpin and Rob Klingler to Present at PKM’s CFO Peer Group Meeting

On Tuesday, May 22, 2012, Atlanta partners Jim McAlpin and Rob Klingler will be presenting at Porter Keadle Moore’s CFO Peer Group meeting.

Jim will present “Risk Management from a Legal Perspective.”

The regulators are raising the bar for enterprise risk management at community banks. Bank boards and senior management need to be thinking of how to satisfy these requirements within the context of the limited resources that community banks can deploy.  One more area of focus is being added to an already crowded Board agenda.

Rob will present “The Impact of the Jobs Act on Community Banks.”

In a time of ever increasing regulation, Congress has passed the Jobs Act, a significant piece of deregulation of the federal securities laws. Public and private offerings are both impacted, and likely to be permanently changed. Capital is still hard to raise, but at least a few obstacles have been relaxed.

Please click here for more information or to register for the event.

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Media Mentions – April 24, 2012

With attorneys and staff worldwide, Bryan Cave attorneys are often quoted in the news.  Recent Media Mentions of Financial Institutions Group attorneys include:

Blanchard in ABA Banking Journal, Atlanta Journal-Constitution

Atlanta partner Jerry Blanchard authored an article April 13, in the ABA Banking Journal regarding recent cases that could spur review of “tried and true” loan contracts.  Blanchard gave an overview of the recent $75 million judgment against Delta Community Credit Union in Georgia.  Click here to read the full article.  He was quoted April 8 in The Atlanta Journal-Constitution regarding the FDIC’s decision to seek penalties against certain officials of failed Georgia banks in instances where alleged malfeasance, not failed strategies, led to the bank’s failure.  Speaking in general about failed bank litigation, Blanchard said he expects most cases to be settled  before ever reaching trial.  “Most failed Georgia banks collapsed because of betting too heavily on a housing and commercial real estate bubble that burst, not because of intentional wrongdoing,” Blanchard said.  Click here to read the full article.

Hightower in Bank Safety & Soundness Advisor

Atlanta attorney Jonathan Hightower was quoted April 2 in the Bank Safety & Soundness Advisor regarding plans by the FDIC to implement enforcement actions in Georgia, the effect of which would be to make public a number of previously unpublished consent orders from regulators demanding improvements at various community banks.  “The publicity of the orders at a time like this is unfortunate to say the least,” Hightower said.  “The public’s perception of a consent order can be much worse than the reality.  It’s troubling when a bank working successfully for a period of time gets new publicity for the same consent order.  The public perception may be that its ability to survive is in question.”

Klingler in Bank Safety & Soundness Advisor

Atlanta partner Robert Klingler was quoted April 2 in the Bank Safety & Soundness Advisor concerning the JOBS (Jumpstart Our Business Startups) Act.  The bill will impact community banks by dramatically increasing the number of shareholders a company can have before it is required to register with the Securities and Exchange Commission (SEC) — which brings with it numerous costly and time-consuming reporting requirements.  “If passed, this could cause a significant number of community banks to reconsider whether SEC registration is an appropriate cost for their shareholders, and may enable a significant number of public bank holding companies to ‘go dark’ without engaging in a ‘going private’ transaction, while also increasing the possibility of larger institutions that may exceed the new 1,200 trigger considering a going private transaction,” Klingler is quoted as writing in a client alert.

Moeling in American Banker

Atlanta partner Walt Moeling was quoted April 13 by American Banker regarding the Jumpstart Our Business Startups Act, which President Obama signed into law earlier this month.  It allows companies to deregister from the Securities and Exchange Commission if they have 1,200 or fewer shareholders, compared to the previous threshold of 300.  Industry observers say more than 500 banking companies could take advantage of the change.  Moeling said deregistration could be a good thing for many banks.  “I’ve always considered the proxy statements for reporting companies to be a major impediment to getting information to shareholders,” he said.  “It takes too long and is artificial.  You have to be so cautious about what you say.”  Moeling said while the fighting might be juicier without SEC oversight, it won’t necessarily be nastier.”  I don’t think it will rise to the level of presidential campaigning,” he said.  “Even without the SEC review, it will still be fairly civilized.”

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Media Mentions – March 23, 2012

With attorneys and staff worldwide, Bryan Cave attorneys are often quoted in the news.  Recent Media Mentions of Financial Institutions Group attorneys include:

Klingler in American Banker

Atlanta Partner Robert Klingler was quoted March 15 in American Banker regarding an agreement reached between the U.S. Treasury Department and Pacific Capital.  UnionBanCal has agreed to buy Pacific Capital for $1.5 billion in cash, with the Treasury getting about $165 million in exchange for its 11 percent stake.  That would be about 90 cents on the dollar of the bailout money the Treasury invested in Pacific Capital through the Troubled Asset Relief Program.  Klingler said the deal is probably a good one for the Treasury.  “The ability to recoup an investment that is stressed at its face value is extremely difficult,” Klingler said.  “If the bank goes into receivership, the Treasury is looking at pennies — and that might be generous.  So the Treasury has shown a willingness to strike a deal that makes it more likely for the company to either find new capital or someone willing to acquire it.”

Moeling in SNL

Atlanta Partner Walt Moeling was quoted March 8 by SNL Financial regarding the fact that the FDIC increasingly has asked those bidding on failed banks to up their offers in order to help stem losses to the deposit insurance fund.  The practice is called “the best and final round” and has been used in 14 failed-bank transactions since July 2011.  The best and final round of bidding is a case of the FDIC acting like a “businessperson,” Moeling said.  “They’re charged with getting the best price.  They’ve done this some all along.  I don’t think it’s truly exceptional but I think they’re very focused on the fact that they have a deposit insurance fund valuation issue here.”  Click here to read the full article.

Blanchard in Safety and Soundness Report

Atlanta Partner Jerry Blanchard was quoted extensively March 5 in The Safety and Soundness Report regarding Pearson v. Delta Credit Union.  Delta Credit Union in Atlanta was hit with a $75.4 million damage award in a lawsuit filed by a Florida developer.  The two sides disagreed over what various terms of the loan documents meant, including whether the promissory note in question constituted a demand note.  Commentators suggested that some of the problems could have been adverted by more artful contract drafting.  Blanchard pointed out that if a note is called a demand note but contains terms and conditions that more closely resemble a term note there is a substantial risk that a court might conclude the parties entered into a term loan rather than a loan payable on demand.

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Georgia Super Lawyers and Rising Stars 2012

Although service to clients will always remain more important than peer reviews, we are proud to announce that partners Walt Moeling, Kathryn Knudson and Jim McAlpin were each selected for inclusion as bank regulatory attorneys in Georgia Super Lawyers 2012. Walt was further honored as one of the Top 100 attorneys in Georgia, while Kathryn was selected as one of the Top 50 female attorneys in Georgia.  In all, attorneys in Bryan Cave’s financial institutions practice constituted half of the bank regulatory attorneys identified as Super Lawyers in Georgia. In addition, partner Rob Klingler was named to the Georgia “Rising Stars” list for 2012.

Super Lawyers lists the top 5 percent of attorneys in a state or region who have attained a high level of recognition and professional achievement. Honorees are identified through peer surveys, independent research and a blue-ribbon panel review.   “Rising Stars” are chosen by their peers as being among the top up-and-coming lawyers (40 years old or younger, or in practice 10 years or less). Only 2.5 percent of the lawyers in the state were selected.

In total, 28 Bryan Cave lawyers in the Atlanta office were named Georgia Super Lawyers and an additional 11 were named “Rising Stars.”  A complete list of Bryan Cave’s Super Lawyers and Rising Stars is available here.

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Bryan Cave Elects Klingler and Civins to Partnership

Effective January 1, 2012, Bryan Cave LLP elected 14 new lawyers to partnership in the firm. Bryan Cave’s strength and depth in advising community banks is further enhanced by the election of Rob Klingler and Kim Civins to the partnership.

Rob Klingler is in our Atlanta office and is a partner in our Financial Institutions group. Rob regularly counsels financial institutions, with an emphasis on regulatory compliance, mergers and acquisitions, and securities law issues. Rob has advised community banks, as well as their officers and directors, concerning issues related to the current difficult financial and regulatory environment.  Rob is a frequent public speaker about federal and state banking regulations, the Troubled Asset Relief Program (TARP), and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Prior to joining the firm, he was an assistant coach of the University of Florida Speech and Debate Team. In addition, Rob is the founder and primary writer for BankBryanCave.com.

Kim Civins is also in our Atlanta office and is a partner in our Private Client service group.  In addition to advising individuals and families in the areas of estate planning and estate administration, Kim regularly advises trust and wealth management departments of banks of all sizes with regard to compliance with federal and state laws. Prior to attending law school, Kim worked for seven years for a national sports marketing company.

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2011 Regulatory and Legislative Update

On February 18, 2011, Rob Klingler gave the 2011 Regulatory and Legislative Update for the annual Banking and Finance Law presented by the Institute of Continuing Legal Education in Georgia.  A copy of the slides used in the presentation is available online.

Jerry Blanchard served as the program chair and gave an update on recent case law developments.  BT Atkinson also moderated a panel on Bank Acquisitions and Mergers in Non-Loss Share Transactions.  The seminar will also be available on the ICLE’s website as an archived online course, and is eligible for 6 Georgia CLE hours, including 1 trial practice hour.

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Media Mentions – December 3, 2010

With attorneys and staff worldwide, Bryan Cave often makes the news.  Recent media mentions  include Rob Klingler of the Financial Institutions group on NPR.

Atlanta Associate Robert Klingler was interviewed Nov. 23 on National Public Radio’s “All Things Considered” concerning the FDIC’s recently released list of problem banks. The number has gone up again – 860 institutions are on its official watch list. That’s the most since 1993. “We’ve had banks that survived the Great Depression but couldn’t make it through the Great Recession, and each one is a traumatic event,” Klingler said. Click here to read a full transcript of the interview.

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Media Mentions – November 22, 2010

Media Mentions – November 22, 2010

November 22, 2010

Authored by: Jeannie Osborne

With attorneys and staff worldwide, Bryan Cave often makes the news.  Recent media mentions of attorneys in the Financial Institutions group include:

Blanchard in Atlanta Business Chronicle

Atlanta Partner Jerry Blanchard was quoted Nov. 4 in the Atlanta Business Chronicle in connection with a resurgence of energy from Georgia banks. The state has suffered numerous bank failures, and even those that did not go under have in large part been hibernating during the recession. But now they are starting to look for capital again, he said. “To the extent that everybody has been looking for light at the end of the tunnel, this is a little light,” Blanchard said.

Klingler in Banker & Tradesman.

Atlanta Associate Robert Klingler was quoted extensively Oct. 18 in Banker & Tradesman on the good and bad that small banks have seen since accepting TARP funds. Banker & Tradesman is a banking trade publication out of Massachusetts.

Moeling in American Banker

Atlanta Partner Walt Moeling was quoted Nov. 4 by American Banker concerning an announcement by our client Brand Group Holdings Inc. that it will raise up to $200 million through affiliates of Carlyle Group, Stephens Group LLC and Nonami LLC, owned by the Cousins family in Atlanta. Analysts say the deal is the first time in years that private equity has made a big traditional investment in Georgia, rather than using shelf charters or failed banks. “We haven’t had a significant infusion of capital in any Atlanta-based community bank in three years, essentially,” Moeling said. “The banks that are still standing may be battered and bruised but, by God, they’re still standing and the biggest hits have been taken.” Click here to read the article, republished by Bank Investment Consultant. He also was quoted Oct. 27 by American Banker on Ameris Bank, one of the few homegrown banks in Georgia to have bid successfully on multiple failed banks. Ameris just made its fourth failed-bank purchase in the past year – notable given that Ameris has had eight consecutive quarters of net losses largely owing to credit deterioration in real estate-related loans. Analysts say the bank has become a serial acquirer by proving it can handle these takeovers in its recession-battered market.

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