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Seth A. Winter

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Seth represents publicly traded companies and financial institutions, including banks and bank holding companies, nonbank lenders, and other fintech and financial services companies, on regulatory, compliance, strategic, corporate law, securities law, and disclosure matters.

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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.

On January 18, at an event hosted by Columbia University Law School, Acting Comptroller of the Currency Michael J. Hsu discussed liquidity risk at banks and described potential “targeted regulatory enhancements” that would require midsize and large banks to have sufficient liquidity to cover “ultra-short-term” stress outflows over a five-day period. The rationale for the enhancements stem from last year’s large bank failures and are intended to ensure that updated liquidity and risk management practices are implemented and sustained across midsize and large banks.

On January 8, the Office of the Comptroller of the Currency (OCC) announced adjustments to the maximum amount of each civil money penalty (CMP) within its jurisdiction. The 2015 Adjustment Act requires federal agencies with CMP authority to annually adjust each CMP to account for inflation in accordance with the guidance published by the Office of Management and Budget. The adjusted maximum penalties are effective immediately for violations occurring on or after November 2, 2015. The OCC adjustment does not affect the OCC’s discretion to assess a CMP lower than the maximum allowed. Further, with respect to community banks, the OCC retains discretion to impose inflation-adjusted maximum CMPs, as appropriate

On October 24, the Federal Reserve Board (Fed), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) (collectively, the agencies) finally issued their long-awaited final rule modernizing how they assess lenders’ compliance under the Community Reinvestment Act (CRA). The CRA was enacted in 1977 to address systemic inequities in access to credit and encourages banks to meet the credit needs of the entire community, including low- and moderate-income (LMI) communities, consistent with safety and soundness principles. The last meaningful, comprehensive revision to the CRA regulations occurred in 1995.

On August 2, the Federal Financial Institutions Examination Council (FFIEC) announced updates to certain sections and examination procedures in the FFIEC Bank Secrecy Act/Anti-Money Laundering Examination Manual (Manual). The Manual instructs examiners on how to assess a bank’s anti-money laundering/countering the financing of terrorism (AML/CFT) program and its compliance with other AML/CFT regulatory requirements. The FFIEC cautions that the updates should not be seen as new instructions or an increased focus on certain areas, but instead as offering further transparency into the examination process and supporting risk-focused examination work.

On July 27, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation (collectively, the agencies) issued a joint notice of proposed rulemaking that would revise the capital requirements applicable to large banking organizations (those with $100 billion or more in total…

On July 18, Office of the Comptroller of the Currency (OCC) Senior Deputy Comptroller for Large Bank Supervision Greg Coleman testified on OCC supervision of climate-related financial risks before the U.S. House of Representatives’ Committee on Financial Services’ Subcommittee on Financial Institutions and Monetary Policy.

On June 29, the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, and the National Credit Union Administration (collectively, the agencies) issued a joint policy statement on commercial real estate loan workouts building on existing guidance calling for financial institutions to work “prudently and constructively” with distressed borrowers. The joint policy statement supersedes the agencies’ 2009 guidance.

At a Brookings Institution event on June 20, Assistant Attorney General Jonathan Kanter, a top antitrust official for the U.S. Justice Department (DOJ or Department), announced that the Department will reassess its approach to bank merger enforcement given current market realities. Specifically, the Department will assess whether the factual and economic assumptions underlying its 1995 Bank Merger Guidelines are adequate to measure today’s competition.