Structuring Bank Mergers and Acquisitions: Overcoming Capital Requirement Hurdles and Other Regulatory Demands

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Thursday, January 13, 2022

Recorded event now available

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Course Materials

This CLE course will discuss current trends in bank M&As, the legal and regulatory hurdles, the different ways banks can approach and structure a merger or consolidation deal, and best practices for due diligence.

Description

The past two years have shown a marked increase in bank mergers and acquisitions. Market conditions have made consolidation more attractive, and small and mid-sized banks are trying to achieve greater efficiency and scale to compete with larger banks, particularly in the investment in technology.

Proper pre-merger planning is critical to ensure compliance with current regulations and to avoid adversely affecting the deal. Private equity firms and hedge funds looking to acquire banks face additional regulatory scrutiny.

Bank M&A deals are structured similarly to other industries but vary in critical ways. The assets, which may include complex loans and financial instruments, require a particular level of due diligence. Bank-specific covenants and reps and warranties are crucial. Counsel must understand the market and legal risks specific to bank transactions.

Listen as our authoritative panel discusses trends and opportunities in bank M&As, regulatory hurdles, and best practices for due diligence.

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Outline

  1. Current trends and opportunities in bank M&As
  2. Legal and regulatory issues in bank M&A deals
  3. Due diligence in a bank acquisition
  4. The general framework of a merger agreement
    1. Pricing and consideration: cash vs. stock, or combination
    2. Exchange ratio adjustments
    3. Bank-specific reps and warranties
    4. Bank-specific covenants
    5. Closing conditions
    6. Termination provisions

Benefits

The panel will review these and other material questions:

  • What are the key drivers behind bank mergers and consolidations?
  • What are the legal and regulatory issues to consider in a bank M&A deal?
  • What are the reps and warranties and covenants to include in the merger documents?
  • What are the most effective due diligence strategies for parties on both sides of a bank merger deal?

Faculty

Kanaly, Mark
Mark C. Kanaly
Partner
Alston & Bird

Mr. Kanaly's practice focuses on transactional and regulatory issues confronted by companies in the financial...  |  Read More

Monroe, C. Robert
C. Robert Monroe
Partner
Stinson

Mr. Monroe serves as counsel to well over 100 financial institutions. He has significant experience in matters...  |  Read More

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