ALERT -CARES Act

March 30, 2020

To our clients and friends:

On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. It provides over $2 trillion to combat the coronavirus (COVID-19) and stimulate the economy. The CARES Act also contains provisions that can assist financial institutions in preserving capital and easing operations. Our Alert, which summarizes these provisions, is available here.

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Alert – SEC Filing Relief and Disclosure Guidance

March 27, 2020

In light of the impact of the coronavirus (COVID-19) pandemic on public reporting companies, on March 25, 2020, the Securities and Exchange Commission issued an order allowing public companies, subject to certain conditions, a 45-day extension to file certain periodic reports that would otherwise have been due between March 1 and July 1, 2020. On the same date, the SEC’s Division of Corporation Finance issued guidance regarding its views on disclosure and other securities law obligations that companies should consider with respect to the impact of COVID-19.

Our Alert, which summarizes the steps required for companies to avail themselves of the delayed filing deadline and the SEC’s guidance on disclosure related to the COVID-19 pandemic and related business and market disruptions, is available here

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Alert – Virtual Annual Meetings in Response to COVID-19

March 23, 2020

To our clients and friends:

Many companies are evaluating how best to hold their upcoming annual shareholder meetings in light of the health risks posed by COVID-19. For companies contemplating holding a virtual annual meeting, our alert, which is available here, provides legal and practical considerations.

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Jeff Cardone and Scott Brown presented at the Illinois Bankers Association’s The One Conference

March 11, 2020

Jeff Cardone and Scott Brown presented at the Illinois Bankers Association’s The One Conference on March 5, 2020. Cybersecurity, vendor management and BSA have been of increased focus of the regulators. The presentation, titled “Operational Enterprise Risk Management Hot Topics” discussed the importance of having a strong corporate governance framework and best practices for boards and senior management to deal with evolving cybersecurity, vendor management and BSA issues.

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Luse Gorman is Legal Counsel to Carroll Bancorp, Inc. in its Proposed Merger with Farmers and Merchants Bancshares, Inc.

March 6, 2020

On March 6, 2020, Carroll Bancorp, Inc., Eldersburg, Maryland, the holding company for Carroll Community Bank, a Maryland-chartered bank, and Farmers and Merchants Bancshares, Inc., Hampstead, Maryland, the holding company for Farmers and Merchants Bank, a Maryland-chartered bank, announced the signing of a definitive merger agreement pursuant to which Carroll Bancorp will merge with and into Farmers and Merchants Bancshares, with Farmers and Merchants Bancshares as the resulting company.

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