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For a steady stream of news and perspectives on current regional and national bank and credit union regulatory and M&A developments, please "like" my Facebook page, Handly's Banking News.
Article: "Bank-Insider Transactions: Where Regulations Are Absent, More Caution Is Advised," Banker & Tradesman, Mid-Year Banking Regulatory Update, June 22, 2015. 
Case Note -- Preemption; Host State Usury Laws: Madden v. Midland Funding LLC (2d Cir. May 22, 2015). In a decision that has roiled market place lenders, a panel of the Second Circuit Court of Appeals ruled that the National Bank Act's pre-emption of host state usury laws does not protect nonbank purchasers of loans originated by a national bank. The court distinguished cases in which the originating national bank retained servicing rights or some other ownership interest in the debt being sold.   
Article: "A Fresh Look at Massachusetts Single Borrower Limits," Banker & Tradesman, May 11, 2015. Application of the Massachusetts single borrower limits of MGL c.167E, §6 to related borrowers is not always as straightforward as you may think.
Case Note -- Golden Parachute: Hill v. TD Bank, N.A. In a "not precedential" opinion, the U.S. Court of Appeals for the Third Circuit affirmed a district court judgment rejecting the golden parachute/breach of contract claims of Vernon Hill II, former Chairman and CEO of Commerce Bancorp, LLC and Commerce Bank, N.A. The case turned on whether Commerce Bank, N.A., which was subject to an OCC cease and desist order addressing certain insider-related real estate transactions, was in a "troubled condition" when Hill's employment terminated. Hill contended that under the FDIC's regulations, the Bank was not in a "troubled condition" because the C&D Order did not address the Bank's financial condition. The Court rejected that argument, concluding that because the Bank was a national bank, the OCC's broader definition of "troubled institution" controlled, and Commerce could not pay Hill's contractual severance benefit without prior regulatory approval. (No. 13-3595, Sept. 24, 2014). 
Selected Prior Articles and Presentations
  • "Banks Across New England Joining Up: M&A's Active in 2014; More Expected in 2015," in Banking New England (Jan.-Feb. 2015) 

  • CLE: Banking Law Update 2015, Massachusetts Bar Association, January 14, 2015. A review of banking law developments during 2014, including enactment of the Bank Modernization Act, c. 482 of the Acts of 2014, a review of Division of Banks activity, and Third Party Relationship Risk Management guidance issued by the OCC.

  • "Fighting Back Against Conversions," American Banker, September 2, 2014. Beverly Bank's failed conversion plan provides lessons for mutual banks and the communities they serve.

  • CLE: Dodd-Frank Financial Reform: What Practitioners Must Know, Boston Bar Association/West LegalEd Center, April 26, 2011. Review of the principal changes in financial services regulation resulting from the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010. 

  • CLE: Update on Financial Regulatory Reform, Boston Bar Association CLE, January 19, 2010. Presentation on the Obama Administration's financial regulatory reform proposals.

  • "Preparation Can Ease a Director Bankruptcy," American Banker, September 11, 2009. A little advance preparation can help a bank's board of directors deal with the sensitive issue of a fellow director's financial distress.

  • "Backing Up a Commitment to Mutuality," American Banker, August 22, 2008. Discussing the importance of conscious planning by the board of trustees to give substance to a mutual bank's professed commitment to mutuality.

  • "New Markets tax credits offer lower-cost source of development capital," New Hampshire Business Review, May 26, 2006. How businesses and towns seeking financing for capital projects can determine whether they qualify for the federal New Markets Tax Credit Program administered by the Community Development Financial Institutions Fund of the U.S. Treasury Department.

  • "Non-Stock Mutual Holding Companies Setting a New Bank Standard," Banker & Tradesman, August 8, 2005. Why every mutual bank should consider forming a non-stock mutual holding company.

  • "Beyond Sarbanes-Oxley: Corporate Governance for the Community Bank," presentation to the Tri-State Senor Management Conference, Maine, New Hampshire and Vermont Bankers Associations and Maine Association of Community Banks, October 9, 2003.

  • "New Examination Directions -- Regulation W," Massachusetts Bankers Association, February 26, 2003. A review of the Federal Reserve Board's new affiliate transactions regulation under Sections 23A and 23B of the Federal Reserve Act.

  • "A Major Yardstick: The Community Reinvestment Act," IPED/Warren Gorham & Lamont, April 26, 1996.
Advocacy -- Selected Court Decisions
  • Securities Industry Association v. Board of Governors, 468 U.S. 207 (1984), affirming 716 F.2d 92 (2d Cir. 1983)(BankAmerica/Schwab) (Supreme Court decision confirming bank holding company authority to acquire discount securities brokers)

  • First National Bank of Blue Island Employee Stock Ownership Plan v. Board of Governors, 802 F.2d 291 (7th Cir. 1986) (defining "company" for purposes of the Bank Holding Company Act)

  • Wyoming Bancorporation v. Board of Governors, 729 F.2d 687 (10th Cir. 1984) (antitrust laws bar merger of the only two banks in Powell, Wyoming)

  • Gustafson v. Board of Governors, 717 F.2d 242 (5th Cir. 1983) (squeeze-out of minority stockholders not a bar to bank holding company formation)

  • Securities Industry Association v. Board of Governors, 821 F.2d 810 (DC Cir. 1987) (permissibility of full service securities brokerage activities)

  • Girard Bank v. Board of Governors, 748 F.2d 838 (3rd Cir. 1984) (interstate banking)

  • Adkins v. Board of Governors, 818 F.2d 28 (4th Cir. 1987) (summary judgment in agency enforcement proceedings) 
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