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Category Archives: Client Alerts

Bryan Cave Welcomes Back John ReVeal and Jonathan Hightower

By Kathryn Knudson - Wednesday, March 3, 2010

Bryan Cave LLP welcomes John ReVeal  and Jonathan Hightower to the firm’s Financial Institutions group.  Both Mr. ReVeal and Hightower returned to Bryan Cave on on March 1, 2010.

John ReVeal

As a former Powell Goldstein LLP partner, Mr. ReVeal brings a wealth of experience in regulation of state and federally chartered banks and savings institutions, credit card and prepaid card issuers, mortgage lenders, consumer finance companies and other providers of financial services and products.

“The D.C. market is ripe with opportunities in the banking and finance sectors, and under John’s direction, the D.C. office will certainly expand in these areas of business” said Walt Moeling, Atlanta partner and co-head of the Financial Institutions group.  “We also look forward to having John’s nationally recognized expertise available to our financial services clients located throughout Bryan Cave’s footprint,” Moeling added.

Prior to re-joining Bryan Cave, Mr. ReVeal focused on financial institution regulation and transactions as a partner in another law firm, advising banks and savings institutions on consumer protection regulations, organizational and transactional matters, bank and thrift powers, federal preemption, exportation of rates and charges, and financial institution licensing issues. He facilitates the purchase and sale of banks, thrifts, and non-bank financial institutions.  Mr. ReVeal also advises on consumer protection regulations.

Mr. ReVeal earned his Juris Doctor in 1990 from the University of California at Berkeley School of Law, attending his third year at Harvard Law School.  He earned a Bachelor of Arts from the University of Washington in 1987.

Jonathan Hightower

A former Powell Goldstein LLP associate, Hightower re-joined the firm’s Financial Institutions group on March 1, 2010.

Prior to re-joining the Firm, Mr. Hightower focused on financial institution, corporate and regulatory matters  in a Texas office of another law firm.  Throughout his career, he has represented financial institutions in mergers and acquisitions, capital raising transactions and in all types of regulatory matters.  Recently, his practice has focused on capital markets transactions and on advising financial institutions facing regulatory challenges. His corporate and securities work includes public and private debt and equity securities offerings and SEC reporting. Mr. Hightower also advises financial institutions on regulatory and compliance issues, tax planning, and compliance in corporate governance.

Mr. Hightower received his J.D. with honors in 2004 from University of Georgia School of Law and his B.B.A. with honors in 2001 from the University of West Georgia.

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February 2010 Client Alerts

By Jeannie Osborne - Monday, March 1, 2010

SEC Publishes Interpretive Release on Climate Change Matters 

Yesterday, the SEC published its interpretative release regarding disclosure requirements applicable to climate change matters. The release provides guidance on certain existing disclosure rules that may require a company to disclose the impact that business or legal developments related to climate change may have on its business. 

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 3, 2010. 

SEC Amends E-Proxy Rules to Provide Increased Flexibility

Yesterday the SEC approved amendments to the notice and access proxy, or “e-proxy,” rules.  The amendments will provide increased flexibility for companies regarding the format and content of the notice.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 23, 2010.

Federal Judge Rules that Data Backup Tapes Need not be Retained for eDiscovery, Unless They are the Sole Source of Relevant Evidence

Federal Judge Shira Scheindlin of the Southern District of New York has ruled that it is not necessary for the litigants in a case now pending before her to retain and preserve all data backup tapes for eDiscovery:  “I am not requiring that all backup tapes must be preserved.  Rather, if such tapes are the sole source of relevant information (e.g., the active files of key players are no longer available), then such backup tapes should be segregated and preserved.” 

For more information, please read the client alert published by Bryan Cave LLP’s Records Management team on February 9, 2010. 

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January 2010 Client Alerts

By Jeannie Osborne - Friday, February 5, 2010

IRS Announces New Section 409A Document Correction Program

Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) is spectacular in scope and notoriously difficult for even the most well-intentioned employers to satisfy.  Any employer which maintains non-qualified deferred compensation plans for its employees has struggled with Code Section 409A, and may have concerns that some of its plans might not satisfy the attention to minutiae that Code Section 409A demands.  On January 4, the IRS published its long-awaited program for correcting documentation failures under Code Section 409A.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits and Executive Compensation Practice on January 22, 2010.

Major Campaign Finance Development – Citizens United v. FEC Supreme Court Ruling

The Supreme Court yesterday handed down a landmark ruling in the Citizens United v. FEC case which could significantly transform the campaign finance system at the federal level.  In Citizens United, the Supreme Court in a 5-4 ruling struck down the decades-old prohibition on corporate expenditures in connection with federal elections as unconstitutional under the First Amendment.

For more information, please read the client alert published by Bryan Cave LLP’s Election Law and Government Ethics Practice on January 22, 2010. 

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December 2009 Client Alerts

By Jeannie Osborne - Tuesday, January 12, 2010

SEC Approves Rule Changes Regarding Executive Compensation and Corporate Governance

On December 16, 2009, the SEC approved rule changes that would expand proxy statement disclosures relating to executive compensation and corporate governance. Additionally, Chairman Shapiro confirmed that the SEC expects to act on the controversial proxy access proposal (which was discussed in a June 22 Client Bulletin) in early 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on December 17, 2009.

Preparing for the 2010 Proxy Season

As public companies turn their attention to the preparation of their annual reports and proxy materials, we want to highlight several developments for the 2010 season.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group published December 8, 2009.

New (Temporary) 50% Bank Payroll Tax in The United Kingdom

The Government announced yesterday that between December 9, 2009 and April 5, 2010, the award of bonuses to bank employees will render the bank liable to a new “bank payroll tax”.

For more information, please read the client alert published by Bryan Cave LLP’s Tax Advice and Controversy Client Service Group (London) on December 10, 2009. 

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November 2009 Client Alerts

By Stan Santos - Monday, November 30, 2009

The FTC Postpones the Deadline for Red Flags Rule Compliance Again to June 1, 2010

In a last minute announcement, the Federal Trade Commission has indicated that it will delay the compliance date for the “Red Flags Rule” yet again. Affected businesses now have until June 1, 2010 to develop and implement a plan as required under the Red Flags Rule.

For more information, please read the client alert published by Bryan Cave LLP’s Consumer Protection Client Service Group on November 2, 2009.

EEOC Releases New Workplace Poster

The Equal Employment Opportunity Commission announced last week that it has revised and released for posting the notice that employers covered by federal anti-discrimination laws must display in the workplace.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on November 2, 2009.

House Unveils Health Reform Bill

The U.S. House of Representatives has unveiled its health reform legislation. Among its provisions include an excise tax on medical devices that is expected to cost the industry $20 billion over the next ten years. The bill also requires device manufacturers to submit the product information to a national registry.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Practice on November 3, 2009.

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October 2009 Client Alerts

By Stan Santos - Friday, October 30, 2009

FinCEN’s New Bank Secrecy Act Compliance Outreach Initiative Targeted at Depository Institutions With Assets Under $5 Billion

Yesterday FinCEN announced a new outreach initiative targeted at depository institutions with assets under $5 billion. The outreach initiative builds upon knowledge FinCEN previously gained from its meetings with larger financial institutions. As part of its ongoing outreach efforts, FinCEN is now seeking to engage smaller to moderate size depository institutions who are working to implement the four pillars of the Bank Secrecy Act regulatory regime: (1) policies, procedures and internal controls; (2) designation of a compliance officer; (3) ongoing training; and (4) independent testing.

For more information, please read the client alert published by Bryan Cave LLP’s Financial Institutions Client Service Group on October 15, 2009.

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FinCEN Outreach to Community Banks

By Marilyn Barker - Tuesday, October 20, 2009

FinCEN has announced a new outreach effort targeted at depository institutions under $5 billion in total assets to determine how these institutions comply with the Bank Secrecy Act and the specific compliance hurdles they confront.   If your institution has assets under $5 billion, please see our client alert about FinCEN’s outreach proposal.

As part of its ongoing outreach efforts, FinCEN is now seeking to engage smaller to moderate size depository institutions who are working to implement the four pillars of the Bank Secrecy Act regulatory regime: (1) policies, procedures and internal controls; (2) designation of a compliance officer; (3) ongoing training; and (4) independent testing.

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September 2009 Client Alerts

By Stan Santos - Monday, October 5, 2009

EPA Finalizes Mandatory Reporting Rule for Greenhouse Gas Emissions

Approximately 10,000 facilities must begin monitoring greenhouse gas (“GHG”) emissions pursuant to federal law beginning on January 1, 2010. On September 22, 2009, the U.S. EPA issued its final rule to require mandatory reporting of GHG emissions within nearly all sectors of the economy. This rule was developed in response to a Congressional mandate and provides the first comprehensive national system for reporting emissions of carbon dioxide and other GHG emission sources in the United States. EPA announced its proposed rule on March 10, 2009.

For more information, please read the client alert published by Bryan Cave LLP’s Environmental Client Service Group on September 29, 2009.

FDIC Issues Final Statement of Policy on Investor Qualifications for Failed Bank Acquisitions

On July 2, 2009, the Board of Directors of the Federal Deposit Insurance Corporation issued for public comment a proposed Statement of Policy that sets forth the qualifications for private equity investors in failed bank acquisitions.

For more information, please read the client alert published by Bryan Cave LLP’s Financial Institutions Client Service Group on September 24, 2009.

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August 2009 Client Alerts

By Stan Santos - Tuesday, September 1, 2009

The Buying and Selling of Distressed Notes

The volume of purchase and sale of performing and non-performing real estate loans has picked up dramatically over the past year as banks seek to shrink their balance sheets as their capital base falls and other banks and investors seek to take advantage of the sale of assets from failing banks. What are the typical features of such agreements and what are the interests of buyers and sellers in such transactions?

For more information, please read the client alert published by Bryan Cave LLP’s Real Estate Banking, Business and Public Finance Financial Institutions Client Service Group on August 5, 2009.

Group Health Plans: Compliance Items

Several important changes in governing law and regulations during the past year require changes to group health plans in the upcoming enrollment period. Below is a brief description of these major changes which require implementation in 2009 or 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits & Executive Compensation Client Service Group on August 20, 2009.

New York Restaurant Employer Briefing — Wage Payment Requirements

New York restauranteurs operate in one of the most regulated employment environments in the country. In addition to the federal, state and local laws applicable to all employers, such as those prohibiting employment discrimination, governing the payment of wages, workplace safety and leaves of absence, New York-based restaurants also must comply with regulations applicable only to the restaurant industry. This extensive maze of regulation can be exploited by plaintiffs’ lawyers who search for unwitting violations. This has led recently to many lawsuits that are costly to defend, and which seek not only damages for employees, but also fees and costs for the attorneys who bring these suits. The threat of litigation is compounded by the fact that many lawsuits are brought as collective actions on behalf of several employees, which can greatly add to potential damages and to the complexity of the defense.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 31, 2009.

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The Buying and Selling of Distressed Notes

By Bryan Cave LLP - Tuesday, August 11, 2009

(Click here for a print version of this client alert.)

Loan Sale Tips

The volume of purchase and sale of performing and non-performing real estate loans has picked up dramatically over the past year as banks seek to shrink their balance sheets as their capital base falls and other banks and investors seek to take advantage of the sale of assets from failing banks. What are the typical features of such agreements and what are the interests of buyers and sellers in such transactions?

Sellers

The bank which is selling a loan, whether it is performing or non-performing, seeks to cut itself off from the borrower and the collateral just as if it had never made the loan to begin with. To evidence such a transaction, the seller would essentially like to enter into the equivalent of a quit claim or limited warranty deed containing very few warranties and representations. The structure of such an agreement would typically provide for the following items:
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