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Jason is an associate in the firm's Corporate practice. He focuses his practice primarily on helping domestic and foreign issuers raise capital while complying with the disclosure obligations and reporting requirements under the Securities Act of 1933 and Securities Exchange Act of 1934, as well as securities exchange requirements and listing standards. In addition, he assists companies with corporate governance and affiliated entity management, supports merger and acquisition transactions, and assists with general corporate and compliance matters.

Today, a divided Federal Deposit Insurance Corporation’s (FDIC) Board of Directors issued a proposed Statement of Policy (SOP) on bank merger transactions that would create a combined bank with more than $100 billion in assets. The proposed SOP would replace the FDIC’s current SOP on bank merger transactions and proposes a principles-based overview that describes

In a recent speech at Vanderbilt University, Acting Comptroller of the Currency Michael Hsu discussed his views on the potential risk of financial instability due to the merging boundaries between banking and commerce. In his speech, Comptroller Hsu underscored the importance of vigilance, especially in the realms of payments and private credit/equity, where he predicts the risk of this ‘blurring’ is most imminent. The Comptroller also advocated for the analytic framework recently adopted by the Financial Stability Oversight Council (FSOC) as having the greatest potential to identify and address emerging financial stability risks.

On January 29, the Office of the Comptroller of the Currency (OCC) issued a notice of proposed rulemaking regarding its review of business combinations under the Bank Merger Act (BMA). Specifically, the OCC proposed: (i) amendments to 12 C.F.R. § 5.33 to remove provisions related to expedited review and the use of streamlined business combination applications subject to BMA review; and (ii) the adoption of an official policy statement setting forth general principles the OCC will use in its review of applications subject to the BMA. If adopted as proposed, the rulemaking will likely lead to longer approval timelines for certain national bank transactions, particularly for mergers involving well-managed, well-capitalized community banks, internal corporate reorganizations, and branch acquisitions that would have otherwise been able to take advantage of expedited review. Currently, assuming certain criteria are met, a BMA filing that qualifies as a business reorganization eligible for a streamlined application is deemed approved on the 15th day after the close of the comment period, unless the OCC notifies the applicant that the filing is not eligible for expedited review or the expedited review process is extended. However, if the rulemaking is adopted as proposed, § 5.33 would be amended to remove the procedures for expedited review and the use of streamlined applications.

In the absence of comprehensive federal action, states and regulators are enacting legislation and issuing guidance requiring climate-related disclosures, stepping in to fill the void left by the U.S. Securities Exchange Commission’s (SEC) delay on a climate risk disclosure rule.

On January 17, the Office of the Comptroller of the Currency (OCC) issued a bulletin advising banks on how to prepare for the upcoming shortening in the standard securities settlement cycle for most U.S. securities transactions. This is in response to the Securities and Exchange Commission (SEC) adoption of final rules that shorten the standard settlement cycle for most broker-dealer transactions from the second business day after the trade date (T+2) to the first business day after the trade date (T+1). The SEC has approved a similar rule change by the Municipal Securities Rulemaking Board (MSRB) to the settlement cycle for municipal securities, which has shortened the regular-way settlement for municipal securities transactions to T+1. The OCC expects banks to be prepared to meet T+1 standards as of May 28, 2024.

On August 8, the Office of the Comptroller of the Currency (OCC) issued guidance on the applicability of the legal lending limit (LLL) to purchased loans. This guidance applies to community banks’ purchases of loans. In short, unless an exception applies, all loans and extensions of credit made by banks are subject to the LLL.

On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule requires annual disclosure of material information regarding a public company’s cybersecurity risk management strategy and cybersecurity governance.