Hunton Andrews Kurth LLP

Clear as Mud? Understanding The Fed's Change in Control Rules and Common Inadvertent Violations
Hunton Andrews Kurth LLP, October 2020

The Board of Governors of the Federal Reserve System (the “Fed”), the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”) each have regulations implementing the Change in Bank Control Act (12 U.S.C...

Expanding the Beachhead: Why Banks Should be Using the Main Street Lending Facilities
Hunton Andrews Kurth LLP, October 2020

The Federal Reserve, using CARES Act funding, has created a number of Main Street Lending Facilities (“MSLFs”). The two that should be of interest to most bankers are the Main Street New Loan Facility (“MSNLF”) and the Main Street Priority Loan Facility (“MSPLF”). These two facilities should enable banks that have successfully moved business from competitors pursuant to the Paycheck Protection Program (“PPP”) to continue such efforts...

Additional Articles

• 2014 Hodgepodge
• Heightened Standards for Directors: What You Need to Know, BankDirector.com
• Alternatives for Financing an Acquisition
• Private Placements: Nut and Bolts, Community Bankers Association of Kansas
• “An Overview of the Small Business Association 7(a) Loan Program and Summary of Other CARES Act SBA Provisions,” March 28, 2020
• Treasury Management
• Diversity Practices of Financial Institutions
• Overseeing Investigations is a New Director Core Competency, ICBA Community Bank Director
• How Much is Enough for Independence?, Western Banker
• Regulators Gang up on Banks, Third-Party Payment Processors, American Banker – BankThink
• One Time Deposit Assessment Credit, Hoosier Banker, Vol. 90, No. 8 at 34 and 35
• New FFIEC Compliance Rating System
• “Clear as Mud? Understanding the Fed’s Change in Control Rules and Common Inadvertent Violations,” October 13, 2020
• Commentary: Corporate Boardrooms Face Insurance Woes, Dallas/Ft. Worth Business Journal, 5
• OCC Tilts Position on Concentration Ratios with Possible Implications for all Banks
• Restitution Offers Banks Chance to Recover Crime Losses, Oklahoma Banker, Vol. 83, No. 18 at 8
• “The Regulators and Guidance: Thou Doth Protest Too Much"
• Stop the FDIC’s Crusade Against Brokered Deposits, American Banker – BankThink
• Will the Subprime Flu Enhance Community Bank Prospects?, The Arkansas Community Banker
• Implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act, White Paper published by the Independent Bankers Association of Texas, Volume 20
• Directors and the Duty of Confidentiality, Community Bank Director
• One-time Election for Plan-to-Plan Transfer Can be Attractive to Subchapter S Corporations, ICBA's SUBCHAPTER S: THE NEXT GENERATION
• “SBA Announces Terms of Payroll Protection Program,” April 1, 2020
• The CFPB Takes Aim at Third-Party Products Offered to Customers
• Frontier Decision Explores the FDIC's C&D Order Authority
• The Ruling: Federal Reserve Board and MCorp, The Texas Independent Banker, Vol. 17, Issue 7 at 14 and 15
• Cybersecurity
• Hudson City Consent Order – A Game Changer for Redlining Enforcement?
• Management Succession Planning and Board Composition
• FDIC Closed-Bank Rules Yield Surprises for Sweep Accounts, Community Banker
• FinCEN Expands Customer Due Diligence Requirements
• Incentive Compensation and Clawback Rules to Get Renewed Focus
• Plaintiffs’ Law Firm Again Targeting Community Banks, The Wyoming Banker
• Hippocratic Oath for Regulatory Guidance Needed, American Banker – BankThink
• Take Care When Naming Your Branch Bank, Community Bankers of Illinois - Bank Notes, Vol. 32, No. 6 at 38 and 39
• The Evolving Landscape for Financial Institutions, Regulatory Roundup
• Cynicism in Confronting the Critics, American Banker, Vol. 174, No. 93
• Treasury Inquiries Regarding Dividends and the Small Business Lending Fund
• Presentations Reveal Regulatory Concerns, The Wyoming Banker
• Examiners’ Growing Misuse of “Reputation Risk,” American Banker – BankThink
• S Corporations Obtain Capital Relief Under SBLF
• Regulators Determine $2,000 Per Occurrence CMP Effective Immediately
• Increased Regulatory Scrutiny of Third-Party Vendors and Their Contracts, Community Bankers Association of Illinois
• FinCEN’s New Customer Due Diligence Requirements and Their Impact on Community Banks
• Small Business Lending Fund Update, The Wyoming Banker
• Private Placements: Nuts and Bolts
• “Practical Tips for Understanding and Managing SBA PPP Risks After Day 1,” April 6, 2020
• New York Action May Mean Significant Changes in Use of Consultants, Western Independent Bankers – Compliance Digest
• Increased Regulatory Scrutiny of Third-Party Vendors and Their Contracts, Arkansas Community Bankers
• Diversity Policies and Practices of Financial Institutions
• “Paycheck Protection Program Timeline of Important Regulatory Announcements,” May 7, 2020
• “SBA April 2, 2020 Mostly Final Rule on the Paycheck Protection Program,” April 3, 2020
• Appraisal Proceeding in Community Bank Merger Finds Fair Value in Excess of Deal Price
• OCC Issues Bulletin on Consumer Debt Sales to Third-Party Debt Buyers
• Warding Off Takeovers by Implementing a Stock Repurchase Program
• Commercial Real Estate Lending – Are Some Lenders Reaching the Limits?
• Director's Duties Regarding Unsolicited Offers, The Mississippi Banker, Vol. 90, No. 4 at 20 and 21
• Consumer Complaints: An Unofficial Pillar of Compliance Management Systems
• “Paycheck Protection Program Loan Forgiveness FAQs and New Guidance on Lender Obligations,” August 11, 2020
• Fourteen Steps to Address Third-Party Risk
• Considering Selling? Structuring the Deal, Community Bankers of Florida Newsletter
• Proposed Changes to Estate and Gift Tax Regulations May Require Quick Action
• The Real Deal Breakers – Compensation and Social Issues; Acquire or Be Acquired, Bank Director Magazine
• Two Sides of a Coin: To Buy or to Sell (Part I), The Texas Independent Banker, Vol. 22, Issue 11 at 31-34
• Paid Sick Leave 2
• FinCEN Expands Customer Due Diligence Requirements
• Plaintiffs’ Law Firm Again Targeting Community Banks, Independent Community Banks of North Dakota
• Garden Variety Fraud Never Goes Away
• “Triple P Director Eligibility,” April 14, 2020
• “What Takes Estate Planning in Banking so Long to Execute?,” March 2020
• BSA Developments Continue to Raise Challenges
• The CFPB Takes Aim at Third-Party Products Offered to Customers, The Wyoming Banker
• A New Look at an Old Regulation
• Branch Names, The Arkansas Community Banker
• Federal Reserve Takes Shotgun Approach on Shareholder Protection Matters, The Wyoming Banker
• Too Much Darn Guidance, Western Independent Bankers, Directors Digest
• ACH: Compliance Burden or Revenue Opportunity, The Wyoming Banker
• Acquisitions of Failed Banks Present Risk and Opportunity, RMA Journal
• Teaming Up To Enhance Profitability and Achieve Economies of Scale
• Pittsburgh Law Firm Files First Lawsuits in Texas Against Community Banks for Alleged Website ADA Violations
• “Bank M&A Trends and the Stage for 2020,”  January 2020
• Debt as Capital: Congress Changes Small Bank Holding Company Policy Statement
• Transactions with Affiliates: An Outline of the Old 23A and the New 23B of the Federal Reserve Act, Independent Banker 8, 10 and 18
• Volcker Rule: Hero or Villain?, BankDirector.com
• Cynicism in Confronting the Critics, Nebraska Banker
• Fair Lending Developments
• Give Examiners More Discretion with Regulations, BANKERS DIGEST
• “Worth the Wait? The Paycheck Protection Program Forgiveness Application Finally Arrives,” May 19, 2020
• Director Duties and the Swinging Pendulum
• “SBA Issues Interim Final Rule with Additional Guidance on the Paycheck Protection Program,” April 15, 2020
• What is Really Behind the Push for Elimination of Bank Holding Companies?
• The State of Banking 2009, The Wyoming Banker
• Fair Lending – Fighting the Last War
• Trust Preferred Securities – A Primer on the State of the Market, Western Banking, Vol. 2, No. 5 at 22-25
• DOJ Reiterates Cooperation to Obtain Full Credit and Avoid Penalties, The Wyoming Banker
• “FinCEN and Bank Regulators Officially Encourage Innovation in BSA/AML
• With Apologies to Jan Brady: Capital, Capital, Capital, Western Independent Banker
• Foot Faults and CMPs
• Fair-Lending Ruling Means Pricier Loans for Consumers, American Banker
• Viewpoint: Give Examiners More Discretion with Regulations, American Banker
• Financial Reporting of Elderly Abuse
• “FDIC Issues Final Rule on ILCs: Strengthens Pathway for Companies Seeking Bank Charters,” December 28, 2020
• “Paycheck Protection Program: Preparing for Round 3,” December 23, 2020
• Directors and the Duty of Confidentiality, InTouch – Community Bankers Association of Kansas
• Consumer Complaints: An Unofficial Pillar of Compliance Management Systems, Arkansas Community Banker
• Small Business Lending Fund Update
• “The Just Right Economy and Bank M&A,” IBAT’s The Texas Independent Banker
• Curry's Remarks to the Consumer Federation of America
• OCC Heightened Standards: A Mixed Bag for Directors, MIBA’s Compliance Corner
• Stock Repurchases and Reverse Stock Splits, Directors Quarterly, Vol. 3, Issue 3 at 6 and 7
• The Unsolicited Offer: The Directors' Conundrum, The Independent Banker, Vol. 21, Issue 2 at 27-29
• Greater Accountability in the Small Business Lending Fund Act of 2011
• The Family Limited Partnership, Directors Quarterly, Vol. 4, Issue 3 at 10 and 11
• A Summary of the Legislative Session, Independent Banking, Vol. 16, Issue 8
• Consumer Complaints: An Unofficial Pillar of Compliance Management Systems, The Texas Independent Banker
• “Impact of Coronavirus on Audit Firms,” March 16, 2020
• Subchapter S Changes Will Some Banks to Cut Texas, Oklahoma Banker, Vol. 86, No. 19 at 15 and 23
• Make-Whole Provisions, Asset Sales and the Repeal of Regulation Q
• Bank Owned Life Insurance
• Prospects for Change at the CFPB
• OpUSA: Criminal Hackers Planning Cyber Attacks Against Bank Websites
• What ROE Do Shareholders Need?, The Texas Independent Banker
• FinCEN Issues Mortgage Loan Fraud Reporting Advisory
• Community Bank Public Policy Proposals – Proposed Legislation
• Cutting Through the Clutter with Audit-Compliance Committees, ICBA Community Bank Director
• Directors’ Duties and the Unsolicited Offer, Western Independent Banker
• Regulatory Guidance May Temper Bank Mortgage Lending
• Plaintiffs’ Law Firm Again Targeting Community Banks, Community Bankers of Iowa CommonCENTS
• IT Agreements are not Just “Forms”
• Fair Lending Developments, Nebraska Independent Banker
• Enforcement Trends
• Agencies Propose Flood Insurance Rule Changes in Response to the HFIAA
• Understanding the Shift of Premises to OREO
• “The Estate Tax Yo-yo is Back in Play,”
• Financial Institutions are Federal Contractors Subject to Certain Executive Orders
• How Directors Should Handle Unsolicited Offers, The Mississippi Banker, Vol. 90, No. 5 at 22 and 24
• Quasi-Reorganizations
• CFPB Semi-Annual Regulatory Agenda, Including Enhanced ECOA Data Collection Requirements
• Plaintiffs’ Law Firm Again Targeting Community Banks, Nebraska Bankers Association Newsletter
• A Pictorial Torrent
• Troubled Bank Acquisitions, Hoosier Banker
• “Economic Need, Liquidity and Safe Harbors: Keep Your Eye on the Bouncing PPP Certification Ball,” May 14, 2020
• Troubled Bank Acquisitions, The Texas Independent Banker
• “Potential Benefits of Subchapter S for Estate Planning,” ICBA’s Community Banker University Subchapter S News
• Strategic Combinations/Merger of Equals
• “Memorial Day Weekend 2020: Two New Rules on Paycheck Protection Program Loan Forgiveness Process
• Addressing the Mine Fields – Subchapter S Banks and the Great Recession, ICBA's SUBCHAPTER S: THE NEXT GENERATION
• Legal Ramifications of Operation Choke Point
• Wholesale Funding: The Regulators Take the Gas Out of the Tank, American Banker
• FDIC Guidance Still Leaves Banks, Processors at Examiners' Mercy, American Banker – BankThink
• “Implications of the Main Street Lending Program on Existing Debt,” May 15, 2020
• “Expanding the Beachhead: Why Banks Should be Using the Main Street Lending Facilities,” October 7, 2020
• State Bank vs. National Bank Charters 2012 – Where is the Grass Greener?
• Should We Consider Revoking Our Bank’s Subchapter S Corporate Election?, ICBA’S SUBCHAPTER S: THE NEXT GENERATION
• Basel III in Subchapter S: Watch Out for the Buffer, ICBA'S SUBCHAPTER S: THE NEXT GENERATION
• Impact of the Dodd-Frank Act on Main Street, Wyoming Bankers
• “Catching Our Breath: Paycheck Protection Program Assessment as of April 20, 2020,” April 20, 2020
• Hodgepodge II
• Regulatory Developments in Banking, Wyoming Banker
• “State and Local Taxation,” ICBA’s Community Banker University Subchapter S News
• New Regulatory Expectations for Payment Processing, ICBA Community Bank Director
• The Legal Lending Limit – A Trap for the Unwary, BNA's Banking Report, Vol. 52, No. 8
• Structuring a Problem Bank Acquisition to Enhance Tax Attributes, Directors Quarterly, Vol. 2, Issue 3 at 5 & 9
• The Legal Lending Limit – A Trap for the Unwary, BNA's Banking Report
• Compliance Examination Gotchas
• Hunton & Williams Represents Cascade Bancorp in Topping Bid
• Liability of Directors and Officers of Failed and Failing Banks, Independent Banking, 12-15 and 23
• OCC 2017 Bank Supervision Operating Plan Provides Insights to All Banks
• Tax Freedom Day Comes Early – Sub S Status Now Available for Banks, The Texas Independent Banker, Vol. 23, No. 10 at 16-18
• Hurricane Irma
• Increased Regulatory Scrutiny of Third-Party Vendors and Their Contracts
• NSF Programs: The New Regulatory Offensive, The Disclosure, Iowa Bankers Association
• ICBA's SUBCHAPTER S: THE NEXT GENERATION, 1997 to the present
• Fair Lending: Lessons Learned
• Hurricane Harvey
• Will the Subprime Flu Enhance Community-Bank Prospects?, Bank Notes, Vol. 34, Issue 3
• "Shareholder Activism Defense: Enforcement of an Advance Notice Bylaw for a Bank Holding Company," ICBA's Bank Director Newsletter
• “SBLF 2020: Return of the Small Business Lending Fund?,” April 1, 2020
• Potential Benefits of Subchapter S Corporations for Estate Planning, Community Banker University (ICBA): Subchapter S News for Community Bankers
• Will Open-Bank Assistance Make a Comeback?, Directors Quarterly, Vol. 2, Issue 1
• Troubled Debt Restructurings
• Some Light in the Darkness
• Source of Strength Policy May Weaken Holding Companies, The Bankers Magazine, Vol. 171, No. 3
• Small Business Lending Fund Update, Colorado Banker
• Regulation O: Common Mistakes & Technicalities Explained, BNA's Banking Report
• Branch Names, Colorado Banker
• “Odds and Ends Regarding the Paycheck Protection Program,” April 29, 2020
• Preparation for OCC Examinations: Points of Emphasis
• “SBA Releases Streamlined Forgiveness Application and New Interim Final Rule: Anything But EZ,” June 18, 2020
• FinCEN Issues Advisory on SAR Reporting Obligations Involving Cyber Crime; Interprets Regs Broadly to Require Reporting of Cyber Events Intended or Having Potential to Affect Transactions
• “OCC Opens the Door for Banks to Offer Cryptocurrency Services,” July 28, 2020
• DOJ Reiterates Cooperation to Obtain Full Credit and Avoid Penalties
• 2014 CFPB Agenda
• The New Reality of Branch Purchases
• Capital Treatment of Subordinated Debentures Issued by "Large" Subchapter S Corporations Under the SBLF
• “Can Banks and Financial Institutions Offset Against Stimulus Checks?”, April 7, 2020
• Compliance Thoughts for Processor Customers, Western Independent Bankers – Directors Digest
• The Unsolicited Offer: The Directors' Conundrum -- Part II, Directors' Quarterly
• Directors and the Duty of Confidentiality
• “New Year, New Brokered Deposit Rule: A Long Road to Maybe,” January 2020
• The Director’s Role: Setting Expectations, Western Independent Bankers’ Director’s Digest
• The CFPB Takes Aim at Third-Party Products Offered to Customers, Community Bankers Association of Illinois
• “SBA Releases First Interim Final Rule After Passage of the Paycheck Protection Program Flexibility Act/PPPLF Conflict Issues Created,” June 12, 2020
• Maintaining Eligibility Under Subchapter S
• Texas Bankers Sue Plaintiffs’ Lawyers Over Website ADA Demand Letters
• Steps for Preparing Your Bank for Sale
• Regulation W, BNA's Banking Report
• Preparing for Takeovers and Shareholder Activism at Community Banks
• The State of Banking 2010 – The Regulatory Vise Continues to Tighten, Wyoming Bankers
• Comment: Insider Deals Face Closer Scrutiny, American Banker, Vol. 46, No. 192 at 4,13
• “The OCC Supplemental Lending Limits Program: Opportunities for Growing Loan Portfolios in a Challenging Environment,” December 29, 2020
• “SBA Issues First Interim Final Rules on the 2021 Paycheck Protection Program,” January 8, 2021
• BSA Developments Continue to Raise Challenges, The Wyoming Banker
• Structuring a Problem Bank Acquisition to Enhance Tax Benefits, The Wyoming Banker
• Loan Now or Else: Congress Proposes to 'Fix' TARP, The Texas Independent Banker
• “Paycheck Protection Program Updates: Additional Funding, New Interim Final Rule, and Updated Guidance,” April 27, 2020
• “Colorado True Lender Litigation Settles: Blazes Trail for Industry,” August 19, 2020
• Avoid Double Taxation: Community Banks Can Keep More Earnings with Subchapter S Taxation, Independent Banker, 46 and 47
• Strategic Planning Retreats – Making Them Useful
• Capital Plans: Why The Regulators Believe Every Capital Plan is Unacceptable and How to Prove Them Wrong, Community Bankers Association of Illinois Newsletter
• The CFPB Takes Aim at Third-Party Products Offered to Customers, Western Independent Bankers' Compliance Digest
• The Ascendancy of Evaluations and Other Requirements from the New Interagency Appraisal Guidelines
• Regulators Use Bank Legal Violations to Obtain Wide-ranging Administrative Actions, BNA's Banking Report, 138-142
• Adjusting to Regulators' Enforcement Mindset, American Banker
• Structuring a Problem Bank Acquisition to Enhance Tax Benefits
• Regulatory Issues in Banking Cannabis Business, ICBA’s Certification News
• Small Business Lending Fund: Points for Subchapter S Corporations to Consider, ICBA's SUBCHAPTER S: THE NEXT GENERATION Newsletter
• Update: The Small Business Lending Program
• Presentations Reveal 2017 Regulatory Concerns
• Banking Cannabis Business
• Criminal Restitution: An Opportunity for Recovery or How to Make Them Pay
• Strategic Planning Retreats – Making Them Useful, Western Banker
• Conversions: Is the Grass Greener, The Texas Independent Banker, Vol. 20, Issue 5
• Enhanced Regulatory Focus on Compliance Penalties, Wyoming Bankers Association
• Has Bank Holding Company Status Outlived Its Usefulness?,
• Maintaining Eligibility Under Subchapter S, ICBA’S SUBCHAPTER S: THE NEXT GENERATION
• Tax Allocation Agreements
• “S. 2155 and Community Banks,” May 2018
• “The CARES Act: Temporary Help for Community Banks,” March 29, 2020
• FinCEN Expands Customer Due Diligence Requirements, WIB Compliance Digest
• Sale of Bank Mortgage Servicing Rights
• Treasury Releases Sub S Term Sheet for Small Business Lending Fund
• The Small Business Lending Fund Act
• Directors and the Duty of Confidentiality, Executive Legal Adviser
• Bank Service Corporations: A New Twist on an Old Idea
• New York Action May Mean Significant Changes in Use of Consultants, MIBA’s Compliance Corner
• Maintaining Your Bank's Eligibility Under Subchapter S Corporation Tax Rules; Letter of the Law, Independent Banker
• Will the Subprime Flu Enhance Community-Bank Prospects?, The Wyoming Banker
• The CFPB’s Arbitration Rule: A Summary of the Rule, its Requirements, Potential Legal Challenges, and What Companies Should Do
• 2016 M&A Year in Review for Bank Mergers
• The Changing Rule Book: The Federal Reserve Upped Its Requirement for Insiders
• Uproar Over Money Services Businesses, The Arkansas Community Banker
• FDIC Improvement Act of 1991: Part I, The Texas Independent Banker, Vol. 19, Issue 2
• Third-Party Risk and Consultants
• Subordinated Debt – More Than Just Capital
• Subordinated Debt – A Replacement for Trust Preferred Securities?
• “Appraisals During COVID-19,” April 21, 2020
• Too Much Darn Guidance
• numerous articles in banking publications, such as American Banker, Directors Quarterly, ICBA's Independent Banker, BNA's Banking Report, Bankers' Magazine and various state publications
• Federal Reserve Requires Banks to Implement New Overdraft Procedures and Related Disclosures, Electronic Banking Law & Commerce, Volume 14, Issue 8
• “Employee Retention Credit,” August 21, 2020
• “Federal Reserve Releases Updated, Detailed Terms of Main Street Lending Program,” June 11, 2020
• Family Limited Partnerships Can Reduce Estate Taxes, Oklahoma Banker
• “The Paycheck Protection Program Liquidity Facility,” May 11, 2020
• “Coronavirus: What Bankers Should Consider,” March 5, 2020
• “The Focus Shifts to Funding,”
• Banking Developments
• “15 COVID-19 Steps for Financial Institutions to Take Now,” March 20, 2020
• Cynicism in Confronting the Critics, Wyoming Banker
• CFPB Issues Updated Guidance for Residential Mortgage Servicing Transfers and Alerts Servicers of CFPB Review of Servicing Transfers, Real Estate Finance Journal
• IT Agreements Are Not Just Forms, The Wyoming Banker
• ACH: Compliance Burden or Revenue Opportunity?, In Touch – Community Bankers Association of Kansas