BankBryanCave.com

Bank Bryan Cave

The Bank Account

Main Content

Tax Reform for Sub S Banks and a 2017 Year-end M&A Review

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I analyzed the Rose Bowl, pitting Jonathan’s Georgia Bulldogs against Jonathan’s In-Laws’ Oklahoma Sooners.  With critical generational analysis, Jonathan won me over to support Kirby Smart and the Georgia Bulldogs; I simply have to support Generation X over a Millennial. We then turned our focus to on-topic banking issues: the impact of tax reform on Subchapter S banks and a look in review at the 2017 banking m&a market.

For Subchapter S institutions, tax reform offers/requires a re-evaluation of the tax consequences of a Subchapter S tax election.  While institutions regularly assess the overall tax difference involved in a Subchapter S tax election at the time of making the election, that analysis is often then put in the closet, and only rarely re-addressed upon future strategic decisions.  However, with the decline in the corporate tax rate to 21%, it now behooves Subchapter S institutions, particularly those that retain a significant amount of their earnings to support future growth, to update that analysis. Jonathan and I discuss some of the factors affecting that analysis, as well as the timing implications to make effective for 2018.

Looking at the final M&A statistics for 2017, it looks like we’ll end the year with a slight uptick in the number of deals (259, up from 250 in 2016), but remain significantly below 2014 and 2015 levels.   In addition, the average size of the selling banks in 2017 has declined significantly (almost 25% smaller, based on averages).  Jonathan and I discuss these trends, and make a few predictions on M&A going forward.

Read More

Bank CEO’s Success Strategies; A Conversation with DHG Financial Services

the-bank-accountOn the latest episode of The Bank Account, I had a conversation with Suzanne Donner and Bill Walton of DHG Financial Services to discuss their new whitepaper on the insights of top performing community bank CEOs.   DHG Financial Services conducted a series of interviews with the CEOs of 22 top performing community banks and has compiled their insights into a fantastic white paper.  I was honored to receive an advance copy, and was thrilled to have Suzanne and Bill join me to discuss their findings.

The financial performance of the 22 banks selected demonstrates that they’re doing something right.  ROAA for the group was 1.82% and ROAE was 18.19%.  At the same time, the banks enjoyed a Texas Ratio of less than 10% and an efficiency ratio of just 52.76%.

On the podcast, we discussed each of the three main areas of the white paper: areas in which the top performing community banks are clearly “ahead of the curve;” areas in which the banks are “on the curve;” and areas in which they see emerging risks. DHG’s research suggests that, collectively, these top-performing community banks are ahead of the curve when it comes to their strategic focus, talent caliber and relationships. They are on the curve (and for the most part, comfortably so), in their use of technology for the customer experience, determining success metrics and growth, and strategic planning.  Among the emerging risks and opportunities for community banks to shape the future, top performers generally focused on their responses to the emergence of millennials, as well as the advent of big data analytics.

I’m biased, but I think it’s a great conversation and a great white paper.  There are obviously a lot of resources out there about the industry, but I think this is close to a “must-read” for community bank executives and directors.

To request a copy of the full white paper, contact DHG Financial Services at benchstrength@dhgllp.com.

 

Read More

Snow, Cybersecurity and Data Breaches with Jena Valdetero

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I were joined by our Chicago partner, Jena Valdetero, to discuss snow, cybersecurity and data breaches.  While Jena would normally be the one dealing with winter weather, it was Jonathan and myself watching the snow fall in Atlanta while Jena enjoyed a relatively warm, sunny day in Chicago.

Jena is part of Bryan Cave’s Data Privacy and Security Team, and joined us to discuss some of the current threats in cybersecurity and some of the steps that banks (and bank customers) should be taking, as well as offering some thoughts on how banks can assist their customers in minimizing the ever present cybersecurity risk.

Among the resources discussed by Jena were:

And I’m going to go change my passwords now….

Read More

Thanksgiving: Regulatory Relief and Tax Reform

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss two business reasons for bankers to be thankful this holiday season, the Senate’s proposed regulatory relief legislation and legislative efforts for tax reform.

The Senate Banking Committee has released the text of proposed legislation providing real regulatory relief to community banks.  With ten Republican co-sponsors and nine Democratic co-sponsors, the measure would appear to have better odds than prior regulatory reform actions.   That said, no action is expected until sometime in 2018, and we’re still a long way away from adopted legislation.  The proposed legislation provides for significant regulatory relief for community banks, including:

  • a regulatory “express lane” for community banks with sufficient leverage capital ratios;
  • a limited exemption from the brokered deposit restrictions for CDARS and other reciprocal deposits;
  • Volcker Rule relief for traditional banks will less than $10 billion in assets;
  • an increase in the Small Bank Holding Company Policy Statement threshold from $1 billion to $3 billion; and
  • an increase in the threshold for an 18-month exam cycle for healthy institutions from $1 billion to $3 billion.

Without attempting to predict how the tax reform legislation will ultimately end up, we also look at a few key provisions of the proposed house and senate versions of the Tax Cuts and Reforms Act.  One item discussed is the potential impact on deferred tax assets, including the likely hit to existing deferred tax asset valuations and the elimination of net operating loss carry-forwards going forward.  We also spend a fair amount of time addressing the need for all Subchapter S banks to begin the process of exploring the impact of the prospective reforms, particularly as it relates to the tax treatment for shareholders that are active in the bank’s management.  As Sub S elections have to be withdrawn by March 15th to be effective for the whole year, the time to start planning is now!

Read More

All Dressed Up with No Place to Go

All Dressed Up with No Place to Go

November 3, 2017

Authored by: Robert Klingler

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss the prospects and alternatives for a small bank that finds itself without an interested buyer.   Frequently, we are finding clients and other depository institutions that have reached the internal decision that it’s time to sell, but when they check the market, the anticipated buyers are either not available, not interested, or at least not as interested as expected/hoped.

Before getting to those topics, we have a brief foray into me trying to avoid talking about college football, as well as updates on the proposed tax reform act and the announcement of the appointment of Jerome Powell to serve as Chair of the Federal Reserve Board.

Among the alternatives discussed:

  • A sale to a credit union;
  • A sale to a non-bank buyer;
  • A merger of equals, strategic merger, or stepping stone transaction; and
  • Longer term planning to set up the bank for a future sale.
Read More

A Potpourri of Bank Regulatory News

On the latest episode of The Bank Account, Jonathan and I discuss a veritable hodgepodge of new regulatory pronouncements, including the CFPB’s small dollar loan rule and the OCC’s guidance on CRA ratings.  But before we got to the bank regulatory issues, Jonathan first had to seek my opinion on the new Florida Gator jerseys (pictured).  I’m actually fairly proud in my restraint.  For the handful of listeners who enjoy this banter, I encourage you to view these rejected Florida Gator uniforms.  For those that wish we’d stick with banking, I assure you my interest in discussing college football has reached another low after this weekend.

the-bank-accountWe also encourage our listeners to check out the American Bankers Association’s new podcast, the ABA Newsbytes Podcast.  While we’re happy for you to listen to our podcast over and over again, we recognize that it has diminished value starting with the third listen, and encourage you to explore other podcasts as well.

The potpourri of topics discussed include:

Read More

Regulators Propose Simplification of Capital Rules

the-bank-accountOn the latest episode of The Bank Account, “Adding HVADC to our Banking Alphabet Soup,” Jonathan and I are joined by colleague Jerry Blanchard to discuss the new capital rules proposed by the federal banking regulators on September 27, 2017.  The newly proposed regulators propose to overhaul the HVCRE regime with a “new and improved” HVADC regime, while also increasing the amount of Mortgage Servicing Assets (MSAs) and Deferred Tax Assets (DTAs) that can be included in Tier 1 Capital.

As discussed yesterday, the new HVADC rule would likely expand the scope of loans that require elevated risk-weighting, but reduce the risk-weighting from 150% to 130%.  In addition, the new rules would eliminate the need (or risk-weighting benefit) to require borrower contributed capital (and to retain any internally generated profits from the project for the life of the loan).

The proposed rule for MSAs and DTAs would require 250% risk-weighting for such assets (as contemplated in the original BASEL III rules as of January 1, 2018 and proposed to be delayed in August), but would also allow financial institutions to include MSAs and DTAs as capital, each up to 25% of Tier 1 Capital (with no separate aggregate cap amongst them).

Read More

Putting the Success in Succession

Putting the Success in Succession

September 26, 2017

Authored by: Robert Klingler

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I draw from personal experiences at Bryan Cave as well as the experiences of our bank clients for a discussion about succession planning.  Succession planning is rarely a top regulatory concern, but good succession planning requires time to implement.  Accordingly, boards (and managements teams) should always be looking at (and planning for) a future where one or more executives (and/or board members) decides to retire.  With the age of the CEO often being a primary contributor to the decision to sell the bank, succession planning should be a fundamental part of the strategic planning discussion.

A few alternative titles we kicked around for this episode include:

  • Paying Millennials in Avocado Toast: The Podcast About Succession Planning
  • Succession Planning for Banks
  • The Bryan Cave Model: How Walt Moeling & Kathryn Knudson Rocked Succession Planning (and how you can too!)
  • “We” Mode: Smart Succession Planning
  • Succession Planning: Why It’s Important and How To Do It Right
  • Big Team, Little Me:  Succession Planning Tips
Read More

Frenemies: Gaining Efficiency Through Shared Services

the-bank-accountBryan Cave colleagues Ken Achenbach and Sean Christy join Jonathan and me on this episode of The Bank Account to examine the ability of banks to gain efficiency through shared services.  Throughout the business environment, business are looking to out source all non-core competencies.  Ken and Sean explore the opportunity for banks to similarly explore the opportunity for banks to join forces to purchase outsourced services and invest in technology platforms together. By working together, banks can leverage buying power and share the burden associated with evaluating their vendor options.

You can follow most of us on Twitter.  Jonathan is @HightowerBanks, I’m @RobertKlingler, and Sean is @SeanChristy.  Following Ken on Twitter is difficult, as he has, so far, refused to access that part of the internet.  Our producer, Sam Katz, is @SamathaJill1.

Note:  This episode was recorded before the University of Florida announced it was cancelling this weekend’s football game against Northern Colorado due to Hurricane Irma.  The Gators drought in offensive touchdowns will therefore continue at least another week.  We hope everyone stays safe.

Read More

The Sanity of Bank Directors

The Sanity of Bank Directors

September 1, 2017

Authored by: Robert Klingler

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I address two items of significant interest in our office: (a) a recent Wall Street Journal opinion piece on the sanity of bank directors, and (b) the start the of college football season (not necessarily in that order).

When starting the podcast, we expected the podcast would offer listeners an opportunity to hear the conversations we have around the office on a wide variety of topics.

Today, that includes a topic that represents a significant part of our fall conversations, college football, with a particular focus on the SEC.  As a Georgia Bulldog, Jonathan brings his bizarre view of the world, while as a Florida Gator, I correct him (or at least that’s how I see it, and I write the blog posts).  If you want to participate in the conversation, please do not hesitate to reach out to either of us (Jonathan.Hightower@bryancave.com and @HightowerBanks or Robert.Klingler@bryancave.com and @RobertKlingler).

Following the football discussion, we get down to the real business of the day, the insanity of a recent Wall Street Journal Opinion piece.  On August 28th, the Wall Street Journal published an opinion piece by Thomas Vartanian titled Why Would Anyone Sane be a Bank Director?  Jonathan’s response, Why Sane People Serve as Bank Directors, is available here.  Jonathan and I walk through aspects of Vartanian’s analysis that we agree with… as well as the many portions that we strongly disagree with.  We also address a few other items related to the analysis of what should be involved in director’s roles on bank boards and the FDIC’s approach in litigation.

Read More
The attorneys of Bryan Cave LLP make this site available to you only for the educational purposes of imparting general information and a general understanding of the law. This site does not offer specific legal advice. Your use of this site does not create an attorney-client relationship between you and Bryan Cave LLP or any of its attorneys. Do not use this site as a substitute for specific legal advice from a licensed attorney. Much of the information on this site is based upon preliminary discussions in the absence of definitive advice or policy statements and therefore may change as soon as more definitive advice is available. Please review our full disclaimer.