November 20, 2025
To Our Clients and Friends:
On November 17, 2025, the Securities and Exchange Commission (the “SEC”) announced that it will no longer respond to most no-action requests from companies to exclude shareholder proposals (the “Statement”) to be included in proxy statements for the 2025-26 proxy season. The Statement enables companies to more easily exclude shareholder proposals during the 2025-26 proxy season, reflecting the continuing trend of the SEC reducing its enforcement role. Our Alert covering the Order and key takeaways is available here.
Luse Gorman, PC regularly advises companies regarding corporate governance, shareholder matters and SEC developments. If you have any questions related to this Legal Update, please reach out to your usual firm contact. To learn more about our firm and services, please visit our website.
Read More...
November 19, 2025
On November 17, 2025, GECU Federal Credit Union (“GECU”), El Paso, Texas, announced that it had entered into a definitive agreement to acquire substantially all the assets and assume substantially all the liabilities of Bank of the Southwest, Roswell, New Mexico, the wholly-owned subsidiary of New Mexico National Financial Incorporated.
Read More...
November 12, 2025
On November 6, 2025, Univest Financial Corporation, Souderton, Pennsylvania, the holding company for Univest Bank and Trust Co., completed a private issuance of $50.0 million of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2035, with registration rights. The Company entered into a registration rights agreement with each of the purchasers of the Notes under which it will exchange the Notes for similar notes that are registered under the Securities Act of 1933.
Read More...
November 11, 2025
On November 7, 2025, Community Bank, N.A. ("Community Bank"), a wholly-owned subsidiary of Community Financial System, Inc., completed its acquisition of seven branches in the Allentown, Pennsylvania area from Santander Bank, N.A. ("Santander Bank"), as contemplated by the previously announced Purchase and Assumption Agreement, by and between Community Bank and Santander Bank, dated as of June 24, 2025. In addition, Nottingham Investment Services, Inc., Community Bank’s wholly-owned subsidiary, completed its acquisition from Santander Securities LLC, Santander Bank’s affiliate, of certain wealth management relationships associated with the acquired branches.
Read More...
November 10, 2025
To our clients and friends:
Today we published Volume 23 of The Bankers’ Bulletin, which provides our insights into key banking industry developments from October 2025, including:
• The OCC and FDIC’s proposal on MRAs and unsafe and unsound practices;
• FinCEN’s FAQs on SAR filing and documentation;
• FRB guidance on mutual bank organization capital instruments;
• NYDFS guidance on cybersecurity and enforcement actions;
• OCC actions to ease community bank burdens;
and more.
A link to the latest edition of the Bulletin is available here. If you have any questions related to any of the items covered in this edition of the Bulletin, please reach out to Brendan Clegg (bclegg@luselaw.com), Marc Levy (mlevy@luselaw.com), Scott Brown (sbrown@luselaw.com), Keeler Fina (kfina@luselaw.com), or your regular Firm contact. To learn more about Luse Gorman, please visit our website.
Read More...
