Newsletter – SEC Final Clawback Rules

November 14, 2022

To our clients and friends:

The SEC recently adopted final rules directing the securities exchanges to establish listing standards requiring issuers to develop, implement and disclose executive compensation clawback policies. The new clawback requirements are in addition to the SEC’s current clawback rules, which remain in effect.

Our Alert regarding the new rules is available here.

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Zac Davis presented at Western Bankers’ 2022 Lenders & Chief Credit Officers Conference

November 4, 2022

Zac Davis presented “LIBOR/SOFR Transition and the Impact of the Adjustable Interest Rate (LIBOR) Act” at Western Bankers’ 2022 Lenders & Chief Credit Officers Conference in Dana Point, California. The presentation focused on the provisions of the Adjustable Interest Rate (LIBOR) Act and related regulations proposed by the Federal Reserve, including the different SOFR-based benchmarks proposed by the Federal Reserve, the types of contracts and in what circumstances each fallback benchmark will be applicable, how the fallback benchmarks differ from the LIBOR benchmarks they are replacing and what options banks may have to chart their own path in the transition.

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Lawrence Spaccasi presented at the New Hampshire Bankers Association Trustees & Directors Forum

November 2, 2022

On November 1, 2022, Lawrence Spaccasi discussed current items and issues that should be on the radar screen of every bank director and trustee, including current regulatory initiatives, new regulations, innovative transactions and recent developments in governance best practices and risk management. He addressed these matters in the context of a director’s and trustee’s overall responsibilities and fiduciary duties.

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Luse Gorman is Legal Counsel to HV Bancorp, Inc. in its Proposed Merger with Citizens Financial Services, Inc.

October 20, 2022

On October 19, 2022, HV Bancorp, Inc., Doylestown, Pennsylvania, announced the signing of a merger agreement with Citizens Financial Services, Inc., Mansfield, Pennsylvania, pursuant to which HV Bancorp will merge with and into Citizens for total merger consideration of approximately $67.4 million. HV Bancorp stockholders may elect to receive $30.50 in cash or 0.400 shares of Citizens common stock for each share of HV Bancorp common stock they own, subject to proration to ensure that 80% of the outstanding shares of HV Bancorp common stock are exchanged for shares of Citizens common stock and the remaining 20% are exchanged for cash.

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