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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, January 13, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will discuss current trends in bank M&As, the legal and regulatory hurdles, the different ways banks can approach and structure a merger or consolidation deal, and best practices for due diligence.

Faculty

Mark C. Kanaly
Partner, Co-Chair Corporate Practice
Alston & Bird LLP

Mr. Kanaly represents corporate clients, with a focus on players in the financial services arena. He assists these companies with mergers and acquisitions, IPOs, public and private capital raising transactions, corporate governance, and a host of related regulatory matters. Throughout the economic cycle, Mr. Kanaly has worked on some of the most innovative and recognized transactions in the country. Additionally, he regularly counsels boards of directors regarding strategic planning, regulatory entanglements, and internal corporate governance matters. Mr. Kanaly's active involvement in a number of industry organizations leads to frequent speaking roles and awareness of emerging issues on the horizon.

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C. Robert Monroe
Partner
Stinson LLP

Mr. Monroe serves as counsel to well over 100 financial institutions. He has significant experience in matters involving bank and bank holding company mergers and formations, branch acquisitions, conversion to S-Corporations, negotiating regulatory orders, bank examination issues, prompt corrective actions, reorganizations, director and officer liability issues, and lender liability issues.

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Description

The past two years have shown a marked increase in bank mergers and acquisitions. Market conditions have made consolidation more attractive, and small and mid-sized banks are trying to achieve greater efficiency and scale to compete with larger banks, particularly in the investment in technology.

Proper pre-merger planning is critical to ensure compliance with current regulations and to avoid adversely affecting the deal. Private equity firms and hedge funds looking to acquire banks face additional regulatory scrutiny.

Bank M&A deals are structured similarly to other industries but vary in critical ways. The assets, which may include complex loans and financial instruments, require a particular level of due diligence. Bank-specific covenants and reps and warranties are crucial. Counsel must understand the market and legal risks specific to bank transactions.

Listen as our authoritative panel discusses trends and opportunities in bank M&As, regulatory hurdles, and best practices for due diligence.

Outline

  1. Current trends and opportunities in bank M&As
  2. Legal and regulatory issues in bank M&A deals
  3. Due diligence in a bank acquisition
  4. The general framework of a merger agreement
    • Pricing and consideration: cash vs. stock, or combination
    • Exchange ratio adjustments
    • Bank-specific reps and warranties
    • Bank-specific covenants
    • Closing conditions
    • Termination provisions

Benefits

The panel will review these and other material questions:

  • What are the key drivers behind bank mergers and consolidations?
  • What are the legal and regulatory issues to consider in a bank M&A deal?
  • What are the reps and warranties and covenants to include in the merger documents?
  • What are the most effective due diligence strategies for parties on both sides of a bank merger deal?