In the run up to the Fourth of July holiday, you may have missed that June 27 was the 50th anniversary of the first ATM and June 29 was the 10th anniversary of the first iPhone.  I was struck by the coincidence of these two anniversaries occurring in the same week.  It also caused me to revisit in my mind a concern that has been growing for some time.

During several recent bank board retreats and strategic planning sessions, I’ve witnessed the challenging dynamics that occur when leaders begin the process of “board refreshment.”  Board refreshment is the current euphemism being used by consultants (and by the proxy advisory firms) to refer to the need for a closer match between the strategic goals of banks and the skill sets of board members.  This need is especially apparent in the boards of many mid-sized regional and community banks.

We are living in a time of increasing change in the demographics (gender, race and age) of the customer base of banks, coupled with rapid technological developments which impact the ways in which commercial customers conduct their businesses and interact with other businesses, including with their banks.  The typical board of a mid-sized regional or community bank, however, consists of men in their mid to upper-sixties who share similar backgrounds and whose perspectives were shaped during a different era for both business and banking.  The concern I have is that continued adherence by banks to such board composition will result in competitive disadvantage.

I’ve been practicing law and advising banks for over 30 years, and for most of that period I don’t think it mattered as much how strong the typical community bank board was.  What mattered was the strength and competency of the CEO, and it was a bonus if the bank had an energetic and engaged board of directors.  I believe there is now an increasing need for stronger boards.  Take a moment and consider how well equipped your board is to help guide your bank through the period of rapid change that is on the near term horizon.

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While I continued on a family vacation (which was totally worthwhile), Jonathan and Jim McAlpin recorded an episode of The Bank Account looking at planning a strategic planning session for your bank.  Jonathan and Jim cover a wide array of topics based on their collective experience in assisting dozens of banks with their strategic planning.

Among the multitude of topics covered include:

• thinking about shareholder interests in strategic planning;
• what the “new normal” means for community banks;
• how frequently strategic planning sessions should occur;
• the importance of efficiency ratio analysis;
• the length of a “good” strategic plan;
• board composition; and
• the need to address whether or not to pursue the sale of the bank with the board.

I’m biased, but if you haven’t listed to The Bank Account, I highly encourage this episode as an introduction.

Other items mentioned on the podcast include:

• The Treasury’s Department’s Report on Financial Reform
• The OCC’s Keith Noreika’s Testimony to the Senate
• The Manitou Incline – Only one mile in length, but 2,744 steps and a 2,000 foot climb in elevation.

You can follow Jonathan on Twitter at @HightowerBanks.  Jim isn’t on Twitter, but has mastered the latest in carrier pigeon technology.

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On Friday, February 10, 2017, Jonathan and I sat down with our partners, Jim McAlpin, head of Bryan Cave’s Financial Services practice, and Dan Wheeler, head of Bryan Cave’s Fintech practice, to discuss the impact of financial technology on retail banking.  Like branching strategies, there isn’t necessarily one universally correct strategy with how community banks should address financial technology, but ignoring fintech completely is unlikely to be a viable long-term strategy.

On this episode of The Bank Account, Jonathan, Jim, Dan and I explore some possible approaches for addressing fintech, and relay some of the reactions that we’ve heard from successful community banks.

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Joining everyone else, we offer our takeaways from BankDirector’s 2017 Acquire or Be Acquired Conference, but we think we might be the first/only podcast recap of AOBA! Bryan Cave’s head of Financial Services, Jim McAlpin, joins Jonathan and me in a free ranging discussion of the conference in Episode 10 of The Bank Account.

Specific topics include some thoughts on KBW’s opening remarks, comments on the investor panel and keynote speech from US Bank’s Richard Davis, a discussion of the future of community banks and fintech, and a recap of the M&A simulation run in connection with FIG Partners at AOBA. We also get in a few Super Bowl LI predictions, in expectations that our hometown Atlanta Falcons will Rise Up!

Please click to subscribe to the feed on iTunes, Android, Email or MyCast. It is also now available in the iTunes and Google Play searchable podcast directories.

You can also follow-us on Twitter for updates between podcast episodes @RobertKlingler and @hightowerbanks.

Our time is one of rapid technological and social change. The baby boom generation is giving way to a more diverse, technology-focused population of bank customers. In conjunction with the lingering effects of the Great Recession, these changes have worked to disrupt what had been a relatively stable formula for a successful community bank.

Corporate America has looked to improve diversity in the boardroom as a step towards bringing companies closer to their customers. However, even among the largest corporations, diversity in the boardroom is still aspirational. As of 2014, men still compose nearly 82 percent of all directors of S&P 500 companies, and approximately 80 percent of all S&P 500 directors are white. By point of comparison, these figures roughly correspond to the percentages of women and minorities currently serving in Congress. Large financial institutions tend to do a bit better, with Wells Fargo, Bank of America and Citigroup all exceeding 20 percent female board membership as of 2014.

However, among community banks, studies indicate that female board participation continues to lag. Although women currently hold 52 percent of all U.S. professional-level jobs and make 89 percent of all consumer decisions, they composed only 9 percent of all bank directors in 2014. Also of interest, studies by several prominent consulting groups indicate that companies with significant female representation on boards and in senior management positions tend to have stronger financial performance.

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 2013.  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, 27 Bryan Cave lawyers in the Atlanta office were named Georgia Super Lawyers and an additional seven were named “Rising Stars.”  A complete list of Bryan Cave’s Super Lawyers and Rising Stars is available here.

On January 27, 2013, Bryan Cave LLP Partners, Walt Moeling and Jim McAlpin, presented at the 2013 Acquire or Be Acquired Conference on “Charting Your Strategic Course in a Challenging Environment.”

The presentation includes the results of the 2013 Bryan Cave Survey of thought leaders in the banking industry, and is available below.

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

Andreassen in Paybefore Update

DC Attorney Kristine Andreassen was noted as contributing to an article in the July edition of Paybefore Update concerning the Consumer Financial Protection Bureau’s proposed policy statement for disclosing consumer complaint information about financial products and services other than credit cards.  The bureau’s handling of a consumer complaint database for non-credit card products would closely mirror how it currently discloses credit card complaint data, a process that has drawn criticism. Among objections, the current credit card complaint database publishes “unverified claims” that name the banks, but not any specifics regarding the complaints.  Andreassen is a contributing editor to Paybefore.

Atkinson in American Banker

Charlotte partner B.T. Atkinson was quoted August 15 by American Banker regarding election year uncertainty, and how it is affecting M&A work.  “The election is more likely to come up in the more red states.  They are looking at the election with hope that things will get better, because they believe that it can’t get any worse,” Atkinson said.  “The current administration isn’t looking to do much about regulatory relief, and they hope that the new administration will.”  Atkinson noted that the Obama administration’s Jumpstart Our Business Startups Act, signed into law in April, has been a boon for many smaller banking companies that will no longer have to report to the Securities and Exchange Commission.  “The JOBS Act is tremendous because deregistering saves real money,” he said.  “That is one thing that has happened.”

Klingler in The Deal, Law360

Atlanta Partner Robert Klingler was quoted at length July 13 in The Deal and July 23 by Law360 concerning banks holding TARP funds and recent auctions by the U.S. Treasury of its stakes in these banks.  The Treasury on July 23 started an auction process involving the sale of preferred stock and subordinated debt positions it acquired in 12 banks as part of the Troubled Asset Relief Program, under which it invested $245.1 billion in 707 financial institutions.  The auction will be the fourth of its kind this year.  After the current sale, the Treasury still will hold positions in 325 banks.  Klingler told The Deal the preferred and sub-debt sale involving the 12 banks is happening now both because market conditions are right and because of the overarching idea that the government was never in the business of investing in private companies.  Political motives could be in play, too, he added.  “From a Washington outsider’s point of view, I think everything is political,” Klingler said.  “The fact that an election is rapidly approaching helps play into that.  The fact that the government has received a profit on the portfolio creates additional flexibility for them to say, ‘OK, let’s get out as soon as possible.'”  Click here to read the Law360 article.

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.”

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.