Simplified Disclosure for Companies Under $75 Million in Public Float - 11/07
Financial Institutions
November 16, 2007
ATTORNEYS
Robert D. Klingler
On Thursday, November 15, 2007, the SEC adopted final amendments to the disclosure and reporting rules under the federal securities laws.
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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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Estate Planning Ideas for 2007 - 02/07
Tax
February 22, 2007
Numerous developments have recently occurred that may affect our clients' estate planning. The 2006 Congressional elections may have a significant impact on those subject to the estate tax. Other trends include new uses for revocable trusts, the increasing interest in protecting one's assets, and the continued need for business owners to plan for succession.
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Executive Compensation Disclosure Memo Series
2007
ATTORNEYS
Katherine M. Koops
Eliot W. Robinson
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SEC Further Revises Compensation Disclosure Rules for 2007 Proxy Season - 01/09/07
Financial Institutions
January 9, 2007
ATTORNEYS
Robert D. Klingler
Katherine M. Koops
The Securities and Exchange Commission recently made additional changes to the newly adopted executive and director compensation disclosure requirements. These new modifications, which were adopted as interim final rules and will be effective immediately upon publication in the Federal Register, will apply to 2007 proxy statements.
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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 5 of 6 - 12/08/06
Financial Institutions
December 8, 2006
ATTORNEYS
Robert D. Klingler
Part 5 of 6 of the Executive Compensation Disclosure Memo Series summarizes the newly adopted rules with respect to the (i) disclosure of related person transactions and (ii) revised requirements for information to be reported in the beneficial ownership table.
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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 Memo Series - Part 3 of 6
Financial Institutions
November 20, 2006
ATTORNEYS
Katherine M. Koops
Part 3 of 6 of the Executive Compensation Disclosure Memo Series summarizes the principal aspects of the Summary Compensation Table (the "SCT") and the Director Compensation Table, which are required 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 Memo Series - Part 2 of 6 - 11/10/06
Financial Institutions
November 10, 2006
ATTORNEYS
Kathryn Knudson
Part 2 of 6 summarizes the principal aspects of the new Compensation Discussion and Analysis section that will be required in proxy statements (or 10-K's for companies not subject to the proxy rules) filed in 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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Roman Catholic Archdioceses In Bankruptcy Cases - Continued Confusion Over Asset Ownership - 07/12/06
Financial Institutions
July 12, 2006
ATTORNEYS
Gerald L. Blanchard
Creditors and Roman Catholic Archdioceses continue to wrestle with the issue of who owns church property and whether individual parishes, schools and cemeteries should be counted as assets of the archdiocese for determining how much to distribute to creditors in Chapter 11 bankruptcy cases. These issues are being litigated in the bankruptcy court which several Catholic Archdioceses have been forced to file due to their inability to pay the claims asserted against them arising from suits brought by individuals who are claiming that they were sexually abused by priests.
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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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Advisory Committee on Smaller Public Companies Approves Final Report to the SEC - 04/24/2006
Business Transactions and Financial Institutions
April 24, 2006
ATTORNEYS
Eliot W. Robinson
G. William Speer
M. Todd Wade
Committee Recommends Section 404 Relief for Smaller Companies
On April 20, 2006, the SEC's Advisory Committee on Smaller Public Companies held its final meeting and approved a final report to be delivered to the SEC. The final version of the report remains substantially the same as prior versions that have been released to the public for comment. At the heart of the report is the Advisory Committee's recommendation that relief from the requirements of Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting be granted to companies meeting the definitions of "microcap" and "smallcap" companies as described in the report. A description of these definitions and a summary of the proposed relief appear below.
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Status of 404 Relief for Smaller Public Companies - 4/14/06
Financial Institutions Client Alert
April 14, 2006
ATTORNEYS
Robert D. Klingler
Kathryn Knudson
Walter G. Moeling, IV
On April 12, 2006, the SEC's Advisory Committee on Smaller Public Companies maintained the recommendations included in its draft final report to provide Sarbanes-Oxley Act Section 404 relief to smaller public companies.
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Church vs. State: A New Twist - 03/09/06
Financial Institutions
March 9, 2006
ATTORNEYS
Gerald L. Blanchard
There is a strong tradition, founded in both federal and state constitutions in the United States, of non-interference by government with the practice of religion. There are many areas though where religion and government cross paths such as when a church or other faith based organization purchases property, obtains financing from a lender and pledges assets to secure loans. Likewise, churches oftentimes operate under the form of a nonprofit corporation which is form of organization created by state governments.
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Bank Holding Companies under $500 Million Receive Relief from the Fed - 03/02/06
Financial Institutions
March 2, 2006
ATTORNEYS
James C. Wheeler
On February 27, 2006, the Federal Reserve approved a new rule expanding the definition of a "small bank holding company."
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President Signs Gulf Opportunity Zone Act: New Law Includes S Corporation Amendments - 12/22/05
Financial Institutions
December 22, 2005
ATTORNEYS
Frank A. Crisafi
On December 21, President Bush signed into law the Gulf Opportunity Zone Act (H.R. 4440), which provides $8 billion in hurricane reconstruction and relief tax breaks for businesses and individuals. The new law also retroactively amended and clarified various subchapter S provisions contained in the American Jobs Creation Act of 2004.
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FDIC Increases Asset Threshold to $1 Billion for Internal Control Assessments - 11/29/05
Financial Institutions
November 29, 2005
ATTORNEYS
Lauren G. Brown
Robert D. Klingler
Kathryn Knudson
Katherine M. Koops
Beth Lanier
James J. McAlpin, Jr.
Walter G. Moeling, IV
Lyn G. Schroeder
James C. Wheeler
On November 28, 2005, the FDIC raised the asset-size threshold from $500 million to $1 billion for internal control assessments by management and external auditors under Part 363 of the FDIC's regulations.
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Request for Comments: Effects of Securities Regulation on Smaller Public Companies - 08/16/05
Financial Institutions
August 16, 2005
ATTORNEYS
Gerald L. Blanchard
Lauren G. Brown
Robert D. Klingler
Kathryn Knudson
Katherine M. Koops
Beth Lanier
James J. McAlpin, Jr.
Walter G. Moeling, IV
Lyn G. Schroeder
James C. Wheeler
On August 2, 2005, the SEC's Advisory Committee on Smaller Public Companies issued a request for input on ways to improve the current regulatory system for small public companies and to evaluate the impact of the Sarbanes-Oxley Act of 2002.
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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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SEC Convenes Advisory Committee on Smaller Public Companies and Roundtable on Internal Controls - 05/04/05
Financial Institutions
May 4, 2005
ATTORNEYS
Katherine M. Koops
Rick Miller
Suzanne J. Roberts
Eliot W. Robinson
G. William Speer
On April 12, 2005, the SEC held the inaugural meeting of its Advisory Committee on Smaller Public Companies. The Committee's objective is to assess the regulatory system for smaller public companies under United States securities laws, including the Sarbanes-Oxley Act of 2002, and to make recommendations for changes.
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Banks Should Reassess their BOLI and Benefit Plans After Recent Interagency Statement and New 409A Rules - 4/15/05
Financial Institutions Client Alert
April 15, 2005
On December 7, 2004, the OCC, Federal Reserve, FDIC, and OTS issued a joint "Interagency Statement on the Purchase and Risk Management of Life Insurance." Given the recent enactment of new tax rules governing nonqualified deferred compensation plans under Section 409A of the Internal Revenue Code and the issuance of the Interagency Statement, we would advise our bank clients to undertake an independent review and reassessment of their BOLI and benefit plans during 2005.
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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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404 Compliance New One-Year Extensions - 03/03/05
Financial Institutions Client Alert
March 3, 2005
ATTORNEYS
Robert D. Klingler
Kathryn Knudson
Katherine M. Koops
Beth Lanier
Walter G. Moeling, IV
Lyn G. Schroeder
James C. Wheeler
On March 2, 2005, the SEC approved a further extension of the Sarbanes-Oxley Section 404 compliance deadline for companies that are not accelerated filers.
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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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USDA Guaranteed Loan Program
February 2004
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Tax-Deferred Exchanges - 11/03
Tax & Financial Institutions
Tax deferred exchanges have become one of the most frequently used tax planning strategies involving the disposition of real property and in many instances personal property. Our Financial Institutions practice has created a guide on how Banks can take advantage of these strategies.
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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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