Pros and Cons of Bank Holding Companies: Determining Whether a Bank Holding Company Structure Makes Sense for Your Bank

A live 90-minute CLE webinar with interactive Q&A


Thursday, October 12, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will examine pros and cons of operating under a bank holding company or financial holding company (BHC) vs. a simple stand-alone bank structure. The presentation will include a discussion of the federal laws and regulations regarding permissible activities for banks and their holding companies. The panel will also discuss potential benefits and costs of merging a BHC into a bank.

Description

A handful of BHCs have merged or liquidated into their bank subsidiaries, most recently Bank of the Ozarks, which eliminated its BHC by merging it into the bank. These mergers are done to simplify financial reporting, reduce Federal Reserve oversight and SEC registration costs, and consolidate governance and organizational structure.

Bank holding companies are frequently used to engage in a variety of activities that are financial in nature but outside of traditional depository activities, usually through affiliates under the ownership umbrella of a BHC. However, banks can also now engage in many activities deemed closely related to banking or financial in nature without requiring a BHC.

In deciding whether a BHC is the best route to conduct its businesses, banks should weigh the operational flexibility of BHCs against the added administrative and regulatory costs.

Counsel must have a thorough understanding of the permitted activities of banks vs. BHCs, and what steps might be taken to allow a bank to function without the BHC umbrella.

Listen as our authoritative panel discusses the regulatory framework in which banks and BHCs operate, and the non-banking activities which are permitted for each. The panel will also discuss the logistics of merging a BHC into a bank, and issues to consider in deciding whether to do so.

Outline

  1. Regulatory framework for banks
  2. Bank holding companies and financial holding companies
  3. Small BHC Policy Statement—impact on banks with under $1 billion in assets
  4. Disadvantages of BHCs
  5. Advantages of BHCs
  6. Eliminating an existing BHC into a bank—procedural issues

Benefits

The panel will review these and other key issues:

  • What kinds of activities and investments are allowed for banks beyond traditional banking activities?
  • What additional operational flexibility is afforded BHCs
  • How does the Small BHC Policy Statement affect the analysis for banks with under $1 billion in assets?
  • What are the regulatory and cost considerations of forming and operating as a BHC?
  • What additional flexibility can a BHC provide?
  • When might it be desirable to merge a BHC (and affiliates) into a bank?

Faculty

Robert D. Klingler, Partner
Bryan Cave, Atlanta

Mr. Klingler regularly counsels financial institutions, with an emphasis on mergers and acquisitions, capital raisings, regulatory compliance and securities law issues. He advises community banks, as well as their officers, directors and investors, concerning strategic corporate transactions. He advises on all aspects of numerous bank recapitalizations, including negotiations with preferred equity and debt holders, bankruptcy court protections, capital raising, and regulatory oversight. He also represents bank investors in both due diligence and regulatory compliance matters.

Clifford S. Stanford, Partner
Alston & Bird, Atlanta

Mr. Stanford leads the Firm's Bank Regulatory Team, providing experienced advice and strategic counsel to U.S. and foreign banks and nonbank financial services companies on the full array of regulatory concerns affecting the banking, financial services and payments industries. Previously, during his 15-year tenure at the Federal Reserve Bank of Atlanta, he served as assistant general counsel advising on banking regulation, payments law, commercial contracting, intellectual property and employment law matters. He was also the responsible officer for the Atlanta Fed’s bank applications and enforcement functions and was founding director of the Retail Payments Risk Forum.


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This webinar is eligible for at least 1.5 general CLE credits.

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Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

White & Case

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

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