February 9, 2023
We are pleased to announce that Luse Gorman, PC was again the No. 1 legal counsel in the nation for mutual-to-stock conversions and mutual holding company transactions, as reported by S&P Global Market Intelligence, for transactions completed in 2022. Luse Gorman was the legal advisor on more mutual-to-stock conversion and mutual holding company stock offerings in 2022 than all other law firms combined. Additionally, Luse Gorman has been the No. 1 ranked law firm for mutual-to-stock conversions and mutual holding company stock offerings each year for the past 20 years.
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February 8, 2023
On January 27, 2023, Bancorp 34, Inc., Scottsdale, Arizona, the holding company for Bank 34, completed the second round of a private offering for a total offering of $29.6 million of common stock and preferred stock that is convertible into non-voting common stock.
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January 29, 2023
Scott A. Brown and Lawrence M. F. Spaccasi presented “Advice and Counsel for Potential Sellers” at the 2023 BankDirector Acquire or Be Acquired Conference in Phoenix, Arizona. The session focused on the current regulatory climate with regard to M&A with an emphasis on changing regulatory standards for approval of transactions, hot button issues and potential regulatory threats to the successful and timely completion of a transaction. The session also discussed the growing trend of non-traditional buyers (such as credit unions and investor groups) and the unique regulatory and diligence issues they raised and provided examples of merger agreement provisions that can (and should) be considered when engaging with these non-traditional purchasers to better protect the seller.
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January 12, 2023
To our clients and friends:
The Securities and Exchange Commission recently adopted a rule change mandating that Form 144 be filed electronically using EDGAR. Form 144 is required to be filed by directors, executive officers, large stakeholders, and other insiders for certain resale transactions of securities. The deadline to comply with the new electronic filing requirement is April 13, 2023.
Our Alert regarding the new provision is available here.
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January 4, 2023
To our clients and friends:
The SEC recently approved amendments to Rule 10b5-1 regarding insider trading plans to revise the conditions that must be met for insiders to be able to use the 10b5-1 affirmative defense including, among other things, cooling-off periods, representations from plan participants and new periodic disclosure requirements for issuers and their insiders.
Our Alert regarding the new requirements is available here.
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