Dodd-Frank Wall Street Reform and Consumer Protection Act Issues for Banks
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1 Dodd-Frank Wall Street Reform and Consumer Protection Act Issues for Banks Financial Institutions Team Kilpatrick Stockton LLP July 28, 2010 Joseph P. Daly Aaron M. Kaslow Michael A. Mancusi Paul S. Pilecki
2 Overview 2 Supervision, regulation and resolution of large financial institutions Establishment of Consumer Financial Protection Bureau and new rules for mortgages Consolidation of Office of Thrift Supervision (OTS) into the Office of the Comptroller of the Currency (OCC) New regime for trading of swaps and derivatives Regulation of credit rating agencies and investment advisers to hedge funds and private equity funds New conditions in corporate governance, executive compensation and securities disclosures
3 Overview 3 Modified Regulatory Agency Structure and Responsibilities Financial Stability Oversight Council Office of Financial Research Federal Reserve Board Federal Deposit Insurance Corporation OCC Consumer Financial Protection Bureau
4 4 Capital and Deposit Insurance Reforms
5 Capital Requirements 5 Holding companies subject to bank capital requirements (excludes $500 million and smaller) Countercyclical capital requirements? Trust Preferred o Grandfathered for banks with less than $15 billion of assets o Phase out through 2015 for larger banks
6 Deposit Insurance Reforms 6 Premiums to be based on assets minus tangible equity Adjustments to DIF reserve ratio Standard maximum deposit insurance amount fixed at $250,000 TAG extended for 2 years and mandatory
7 7 Compensation and Governance Provisions
8 Compensation and Governance Provisions 8 Say on Pay All public companies must give shareholders a non-binding vote to approve executive compensation beginning with first annual meeting six months after enactment At least once every six years, shareholders must be given the opportunity to vote on how often they want Say on Pay vote every one, two or three years
9 Compensation and Governance Provisions 9 Golden Parachute Compensation Proxy solicitation material for a business combination must clearly describe compensation to be paid to named executive officers as a result of the transaction and provide total number Golden parachute compensation must be subject to a nonbinding shareholder vote at the time the transaction is approved unless previously approved under a say on pay vote
10 Compensation and Governance Provisions 10 Compensation Committee Independence Listed companies must have a compensation committee that meet independence requirements similar to those for audit committees under the Sarbanes-Oxley Act. Directors who receive consulting, advisory or other compensatory fees or who are affiliates of the company will not be independent.
11 Compensation and Governance Provisions 11 Compensation Consultants Compensation committee must have authority to engage consultants, legal counsel and other advisors and have responsibility for overseeing their work Companies must provide compensation committee with appropriate funding Compensation consultants may be engaged only after taking into account certain factors that may affect independence
12 Compensation and Governance Provisions 12 Claw-back Policy Required for all listed companies Provide for recovery of incentive-based compensation that is based on financial information that is subject to an accounting restatement Covers compensation paid during three years prior to restatement Disclosure of policy is required
13 Compensation and Governance Provisions 13 New Compensation Disclosures Use of Compensation Consultants whether the compensation committee retained and obtained the advice of a compensation consultant Pay vs. Performance Show the relationship between executive compensation actually paid and the financial performance of the company Relative Pay Disclose ratio of the median of annual total compensation of all employees, excluding the CEO, to the annual compensation of the CEO Hedging Disclose whether employees and directors are permitted to hedge against any decrease in the value of company shares
14 Compensation and Governance Provisions 14 Corporate Governance Broker Voting - Prohibits discretionary voting on the election of directors and executive compensation (Say on Pay) Proxy Access - Authorizes the SEC to adopt rules for proxy access Chairman and CEO Structure - Disclose the reasons why the company has chosen the same person to serve as chairman and CEO or why it has chosen different persons
15 15 Consumer Protections And Mortgage Reforms
16 Consumer Protections 16 Creation of Consumer Financial Protection Bureau Bureau may act to prevent unfair, deceptive, or abusive acts or practices Pre-emption changes allow greater authority for states to issue rules applicable to national banks and their subsidiaries State visitorial and enforcement powers
17 Mortgage Loan Originations 17 Yield spread premiums Steering Ability to repay Appraisal rules Prepayment penalties Escrow requirements Coordination of RESPA and TILA
18 The Good News 18 Interstate de novo branching permitted Payment of interest on demand deposits no longer prohibited
19 19 Application Issues
20 Issues for Applications 20 Well managed and well capitalized applies at the holding company level Limits on charter conversions of banks subject to enforcement actions Agencies must consider effect on stability of the U.S. financial system New concentration limits established International applications must consider home country mitigation of systemic risk
21 21 Other Principal Regulatory Issues
22 Other Regulatory Issues 22 Risk Committees and Stress Tests No use of ratings in regulatory requirements - agency standards of creditworthiness will replace investment grade Risk retention in asset-backed securities but an exception is provided for qualified residential mortgages Swaps and Derivatives Push Out FRB required to establish rules on reasonable interchange fees
23 Affiliate and Insider Transactions 23 Funds advised considered to be affiliates Covered transactions - repos, securities lending, derivatives, loans secured by debt of an affiliate Exemptive authority changes Netting arrangements Financial subsidiaries Purchases of assets from insiders
24 Proprietary Trading Prohibited 24 Proprietary trading by banking entities is generally prohibited Two year deferred effective date and two + years transition (special provisions made for illiquid funds) Permitted transactions o Governments o Underwriting and market making o Hedging o Customer-related activity o Non-US activity
25 Hedge Fund and Private Equity Funds 25 A banking entity may not acquire or retain any ownership interest in a hedge or private equity fund A banking entity may not sponsor a hedge fund or private equity fund Major exception - a banking entity may make an investment in and organize and offer a fund related to its bona fide fiduciary or investment advisory activity
26 Permitted Fiduciary Fund Activity 26 Banking entity must offer trust, fiduciary, or investment advisory services Fund must be organized and offered in connection with those services Investors must be customers of those services or bank personnel involved in those services Banking entity may hold up to 3% of the fund
27 Fiduciary Funds 27 Seed money investments for 1 st year of fund s life Capital calculations Prohibited transactions Name of the fiduciary fund may not be the same as the banking entity or a variation of the name of the banking entity
28 Financial Institution Partners 28 PAUL M. AGUGGIA t PAguggia@KilpatrickStockton.com LORI M. BERESFORD t LBeresford@KilpatrickStockton.com GARY R. BRONSTEIN t GBronstein@KilpatrickStockton.com SCOTT A. BROWN t ScBrown@KilpatrickStockton.com VICTOR L. CANGELOSI t VCangelosi@KilpatrickStockton.com RICHARD R. CHEATHAM t RCheatham@KilpatrickStockton.com JOSEPH P. DALY t JDaly@KilpatrickStockton.com CHRISTINA M. GATTUSO t CGattuso@KilpatrickStockton.com THOMAS P. HUTTON t THutton@KilpatrickStockton.com AARON M. KASLOW t AKaslow@KilpatrickStockton.com HARRY KANTARIAN t HKantarian@KilpatrickStockton.com SEAN P. KEHOE t SKehoe@KilpatrickStockton.com ERIC S. KRACOV t EKracov@KilpatrickStockton.com MICHAEL A. MANCUSI t MMancusi@KilpatrickStockton.com GEORGE W. MURPHY JR. t GeoMurphy@KilpatrickStockton.com EDWARD G. OLIFER t EOlifer@KilpatrickStockton.com PAUL S. PILECKI t PPilecki@KilpatrickStockton.com JOEL E. RAPPOPORT t JRappoport@KilpatrickStockton.com JAMES W. STEVENS t JStevens@KilpatrickStockton.com SUZANNE WALKER t SuWalker@KilpatrickStockton.com
29 Questions? 29
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