December 4, 2013 –
How publicly traded banks benefit from EDGAR; shareholder litigation … Securities Edge November 2013 recap

Here is your recap of important topics we covered last month. Did you miss them? Sign up now to receive future blog posts by email as soon as each is published.

Bank holding companies, IPO pair well

Publicly traded banks illustrate the side benefits of EDGAR
Banks that go public without first forming a holding company may skip using EDGAR, the Electronic Data Gathering, Analysis and Retrieval system of the U.S. Securities and Exchange Commission.

This is not such a good thing. Using EDGAR may actually be more efficient, saving publicly traded banks from having to satisfy alternative filing requirements (e.g., Nasdaq requires these banks provide it with three paper copies of applicable filings). Read more>>

Creative solution to shareholder litigation initiated in multiple states

Do forum selection clauses in bylaws make sense for companies not incorporated in Delaware?
Earlier this year, a Delaware court suggested that businesses incorporated in that state could amend their organizational documents to provide that Delaware courts are the exclusive jurisdiction for settling intracorporate disputes, including derivative claims.

But for businesses incorporated outside of Delaware, there may be little incentive to attempt something similar. Read more>>

The FDIC’s troublesome policy

The FDIC should consider updating its outdated statement of policy on bank stock offerings
As bank mergers and acquisition activity is expected to increase, so will the offering of stock to target shareholders as merger consideration.

Yet, a policy statement by the FDIC, when read literally, does not require a bank to disclose anything to target shareholders who are being offered stock of the acquiring bank in a merger transaction. Read more>>

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