September 29, 2025
To our clients and friends:
On September 15, 2025, the SEC issued a no-action letter in response to Exxon Mobil Corporation’s request to implement a "retail shareholder voting program" whereby its retail shareholders would authorize the perpetual voting of their shares in favor of management’s recommendations. Our Legal Update, available [here], describes the requirements for— and potential ramifications of— implementing a standing proxy program. Our Legal Update also offers tips for public holding companies interested in pursuing the use of standing proxies.
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 contact the authors. To learn more about our firm and services, please visit our website.
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September 29, 2025
On September 25, 2025, Orange County Bancorp, Inc., Middletown, New York, the holding company for Orange Bank & Trust Company, completed a private offering of $25.0 million of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2035
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September 26, 2025
On September 25, 2025, First Savings Financial Group, Inc. (“First Savings”), the holding company for First Savings Bank, and First Merchants Corporation (“First Merchants”), the holding company for First Merchants Bank, announced the signing of a definitive agreement pursuant to which First Savings will merge with and into First Merchants and First Savings Bank will merge with and into First Merchants Bank. The all-stock transaction is valued at approximately $241.3 million.
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September 25, 2025
On September 23, 2025, Ballston Spa Bancorp, Inc. (“Ballston Spa”), the holding company for Ballston Spa National Bank, and NBC Bancorp, Inc. (“NBC”), the holding company for The National Bank of Coxsackie, entered into an agreement for a merger of equals, with Ballston Spa and Ballston Spa National Bank as the surviving entities. The all-stock transaction is valued at approximately $26.0 million.
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September 15, 2025
On September 8, 2025, the OCC announced actions, including issuing two Bulletins, to “end the weaponization of the financial system” by “rooting out” activities that “unlawfully debank or discriminate against customers on the basis of political or religious beliefs, or lawful business activities.” Our Legal Update, available here, describes the OCC’s plan to start reviewing banks’ debanking practices in licensing application reviews and CRA evaluations, and the agency’s instructions to banks regarding responding to government information requests and preparing SAR filings. Our Legal Update also offers a number of tips for OCC-supervised institutions prepare for further scrutiny from the agency regarding this issue.
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