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.


Jeff Cardone presented at the Florida Bankers Association’s Asset Liability Management Conference

March 3, 2020

Jeff Cardone presented at the Florida Bankers Association’s Asset Liability Management Conference on January 31, 2020 in Orlando, Florida. The presentation titled “Capital Planning in 2020 – Key Considerations for Bank Executives” focused on best practices for community banks with respect to raising capital, including an update on the new community bank leverage ratio, strategic capital planning matters and how to approach capital management, and succession planning and defensive capital planning options.


Alert – NCUA’s Proposed Bank Acquisition Rules

March 2, 2020

To our clients and friends:

Acquisitions by credit unions of banks have become much more common over the last few years. As a result, the National Credit Union Administration (the “NCUA”) recently issued a notice of proposed rulemaking (the “Proposed Rule”) to prescribe procedures for reviewing and approving bank acquisitions by federally-insured credit unions (“FICUs”). Specifically, the Proposed Rule: (1) stipulates the information about the bank acquisition transaction that must be provided to the NCUA; (2) provides that all bank acquisition transactions require the prior approval of the NCUA and, for state-chartered FICUs, the prior approval of their state regulators; and (3) ensures that the directors of the FICU proposing a bank acquisition transaction understand the nature and ramifications of the transaction.

Credit unions seeking to acquire banks should understand that there are unique issues involved, such as the manner in which a bank acquisition transaction would be structured and its effects, the regulatory approval process to complete the transaction (including the process applicable to a target bank) and how field of membership issues and impermissible assets and activities of the target bank will be addressed.

Our Alert, which summarizes the key provisions of the Proposed Rule, is available here.


Federal Reserve Bank Control Rules

February 21, 2020

To our clients and friends:

The Board of Governors of the Federal Reserve System has adopted new rules regarding when an investor will be presumed to have, directly or indirectly, acquired control of a banking organization for purposes of the Bank Holding Company Act and the Home Owners’ Loan Act. The new rules, which clarify some of the Federal Reserve’s existing rules and interpretations, relax certain presumptions of control and eliminate, with a few exceptions, the use of passivity agreements. The new rules will become effective April 1, 2020.

Our Alert, which summarizes the key provisions of the new rules, is available here.


Luse Gorman Served as Legal Counsel to Dime Community Bancshares, Inc. in its $75.0 Million Public Offering of Preferred Stock

February 7, 2020

On February 5, 2020, Dime Community Bancshares, Inc. (“Dime”) completed an underwritten public offering of $75.0 million of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share. Dime raised approximately $72.2 million in the offering, net of underwriting discounts and expenses.