The PoGo Financial Page
Financial Institutions
October 12, 2007
ATTORNEYS
Gerald L. Blanchard
Inside
FinCEN Indefinitely Delays Implementation of New SAR Forms;
Banks Go Green;
The SEC's and the Federal Reserve's Regulation R;
Avoid Getting Blindsided by Section 409A;
Federal Agencies Implore Lenders to Give a Helping Hand;
Get it in Writing!
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NASDAQ Capital Market Securities to Receive Blue Sky Exemptions - 05/07
Business & Finance
May 21, 2007
ATTORNEYS
Terrence Allen Childers
Robert D. Klingler
Eliot W. Robinson
The Securities and Exchange Commission approved an amendment to a rule under Section 18 of the Securities Act of 1933 that will designate securities listed on the Nasdaq Capital Market as for purposes of Section 18.
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Delaware Court Considers Fiduciary Duty Issues in Stock Option Backdating and Spring-Loading - 04/24/07
Business & Finance
April 24, 2007
ATTORNEYS
Eliot W. Robinson
While most of the attention and controversy regarding stock option grant practices has focused on potential accounting misstatements and related securities law violations, a pair of recent decisions of the Delaware Chancery Court demonstrates that corporate law fiduciary duty issues are presented as well.
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Executive Compensation Disclosure Memo Series - Part 6 of 6 - 12/18/06
Financial Institutions
December 18, 2006
ATTORNEYS
Robert D. Klingler
Corporate Governance Disclosures: Part 6, and the final installment, of our Executive Compensation Disclosure Memo Series summarizes the expanded corporate governance disclosure requirements under newly adopted Item 407 of Regulation S-K and, for small business issuers, Regulation S-B.
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Executive Compensation Disclosure Memo Series - Part 4 of 6 - 12/01/06
Financial Institutions
December 1, 2006
ATTORNEYS
Katherine M. Koops
Part 4 of 6 of the Executive Compensation Disclosure Memo Series summarizes the principal aspects of the supplemental tables that are required to accompany the Summary Compensation Table (discussed in part 3 of 6) in proxy statements (or 10-K's for companies not subject to the proxy rules) filed during the upcoming proxy season.
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Executive Compensation Disclosure - Changes to Form 8-K - 11/07/06
Financial Institutions
November 7, 2006
ATTORNEYS
Katherine M. Koops
Public companies will now need to disclose compensation changes on Form 8-K only if they are truly "material" to investors. The SEC has revised Form 8-K disclosures of compensation changes and has moved them from Item 1.01 to Item 5.02 in order to separate them from "material agreement" disclosure.
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Executive Compensation Disclosure Memo Series - 11/03/06
Financial Institutions
November 3, 2006
ATTORNEYS
Robert D. Klingler
On August 11, 2006, the Securities and Exchange Commission adopted extensive amendments to its disclosure requirements for executive and director compensation that will apply to the upcoming proxy season (first quarter 2007 for 12/31 fiscal year-end companies). As a result, companies and their directors - especially compensation committee members - need to understand the implications of these new requirements now and consider how they will affect executive compensation disclosures.
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Scam Alert: A New Scam Targeting Banks - 06/08/06
Financial Institutions
June 8, 2006
ATTORNEYS
Robert D. Klingler
There is a new predator in town - targeted at banks - and, if you think he can be ignored, you might be facing a lawsuit or a legal settlement. His modus operandi is to contact a bank, ask to be taken off of their telemarketing list, and demand a copy of the bank's Do Not Call policy.
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Federal Banking Agencies Release New BSA Manual - 8/12/05
Financial Institutions Client Alert
August 12, 2005
On June 30, 2005, the federal banking agencies jointly released a new Bank Secrecy Act/Anti-Money Laundering Examination Manual. Over the last two years examiners have imposed new requirements on institutions following unfavorable BSA examinations or as part of memoranda of understanding or consent orders. However, it was not always clear that the examiners would expect all institutions to implement the same procedures. The Manual clarifies that many of the requirements we have observed in consent orders and the like are now expected of all institutions.
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Ensuring Notices are Properly Sent by a Debtor - 06/06/05
Bankruptcy Law
June 6, 2005
ATTORNEYS
Wendy L. Hagenau
Part 2 of this six-part series on the new amendments to the Bankruptcy Code.
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A New Way of Going Private - 03/09/05
Financial Institutions Client Alert
March 9, 2005
ATTORNEYS
Robert D. Klingler
Kathryn Knudson
Katherine M. Koops
Beth Lanier
James J. McAlpin, Jr.
Walter G. Moeling, IV
Lyn G. Schroeder
James C. Wheeler
An Alternative Way to Going Private.
SEC-reporting banks and bank holding companies considering going private but struggling with the capital cost of repurchasing shares or the investor relations issues involved in cashing out shareholders, there is a way to go private and avoid these issues.
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Broad Overview of Bank Secrecy Act and Related Compliance Obligations - 01/05
Financial Institutions
February 4, 2005
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Industry Trends To Plan Around in 2005; 2005 Industry Perspective Letter to Clients - 01/05
Financial Institutions
ATTORNEYS
Kathryn Knudson
Walter G. Moeling, IV
Our annual view of industry trends to our clients and friends.
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Expansion and Acceleration of Reporting Requirements Under Current Reports on Form 8-K - 12/04
Financial Institutions
December 23, 2004
This memorandum provides a guide to the Form 8-K requirements and integrates the new amendments with the current disclosure scheme. The discussion opens with a brief overview of the new Form 8-K items and is followed by comprehensive exhibits designed to acquaint you with the expanded disclosure items introduced by the SEC final rule adopting the new amendments.
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Bank Secrecy Act and Related Compliance Concerns - 11/17/04
Fiancial Institutions
November 17, 2004
Ask any banker or bank regulator what their primary compliance concern is this year, and the answer very likely will be the Bank Secrecy Act (BSA). For those bankers that disregarded the Riggs Bank disaster as being unique to large banks or international banks, the $50 million fine levied against AmSouth was a wake up call.
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The American Jobs Creation Act of 2004 - Deferred Compensation Plans - 11/11/04
Fiancial Institutions
November 11, 2004
ATTORNEYS
Richard L. Arenburg
Castles R. Hollis
The American Jobs Creation Act of 2004 made substantial changes to the rules regarding deferred compensation plans and arrangements.
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The American Jobs Creation Act of 2004 - Subchapter S Reforms - 10/04
Financial Institutions
ATTORNEYS
Kathryn Knudson
Walter G. Moeling, IV
The American Jobs Creation Act of 2004 changes the maximum number of shareholders a Subchapter
S company may have as well as the means of counting shareholders.
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New Markets Tax Credits - 06/04
Financial Institutions
An extraordinary opportunity has been made available to investors, including community banks, by the federal New Markets Tax Credit (NMTC) program. The NMTC program benefits community banks by providing substantial tax benefits, cash return on their capital investments, and Community Reinvestment Act credit.
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SEC Adopts Amendments to Form 8-K - 03/04
Financial Institutions
On March 11, 2004, the Securities and Exchange Commission voted to adopt amendments to Form 8-K. The amendments will add ten disclosure items to Form 8-K, including transferring two items to the current report from the periodic reports on Forms 10-K and 10-Q.
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Narrowing the Graham-Leach-Bliley Privacy "Loophole" of the Gramm-Leach-Bliley Privacy Rules Through Amendments to the Fair Credit Reporting Act - 12/03
Financial Institutions
On December 4, 2003, President Bush signed the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159, the FACT Act) to amend the federal Fair Credit Reporting Act (FCRA). This Client Alert summarizes the new information sharing limitations of the FCRA.
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Section 326 of The USA Patriot Act for Banks: Customer Identification Procedures - 06/03
Homeland Security
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Final Rules Implementing Section 326 of The USA Patriot Act for Broker-Dealers: Customer Identification Procedures - 06/03
Homeland Security
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Proposed Regulation K Amendment Bank Secrecy Act - 06/03
Financial Products
On May 28, 2003, the Board of Governors of the Federal Reserve System (the Board) proposed rules to require certain offices of foreign banks (generally, banks organized outside of the United States that receive deposits) to establish procedures to comply with the federal Bank Secrecy Act. Comments on the proposal must be received by the Board by June 30, 2003.
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