Transactional Counsel for Texas Community Banks

Yes, in almost every case. Buying or merging with another bank involves a purchase or merger agreement, due diligence on loans, deposits and contracts, often a fairness opinion from a financial adviser, board and shareholder approvals, and applications to the regulators who must approve the deal, with the Department of Justice reviewing competitive effects. Depending on the charters involved, that can include the FDIC, the OCC, the Federal Reserve, the Texas Department of Banking and, for state savings banks, the Texas Department of Savings and Mortgage Lending. Securities rules may also apply if stock is part of the price. A lawyer who regularly handles bank deals keeps these pieces moving together, spots issues that can delay approval, and protects your bank in the contract terms.

A branch purchase or sale usually follows a set path. The banks agree on a purchase and assumption agreement that spells out which deposits, loans, real estate and equipment move, and at what premium or price. Both banks review the branch's customer accounts, leases and employees. The buyer files an application with its primary federal regulator, and state-chartered banks also deal with the Texas Department of Banking. Customers must receive advance notice, and there are separate rules for closing a branch. After approval, the banks handle the conversion of accounts and systems at closing. A lawyer drafts and negotiates the agreement, prepares the applications and notices, and runs the closing checklist. Timing commonly runs several months, depending on regulator review.

Forming a bank holding company usually means creating a new corporation, having bank shareholders exchange their bank shares for holding company shares, and getting approval from the Federal Reserve, which supervises bank holding companies. The Texas Department of Banking may also be involved for state-chartered banks. Steps generally include a board plan, a reorganization agreement, shareholder approval, a Federal Reserve application or notice, and tax planning so the exchange is tax-free where possible. Owners often form a holding company to make it easier to raise capital, borrow at the holding company level, buy other banks, or plan for ownership succession. A lawyer coordinates the structure, filings and shareholder communications.

Yes. Many community banks are too small to justify a full-time in-house lawyer but still need regular legal help with loans, vendor contracts, employment questions, board matters and compliance. An outside general counsel arrangement gives the bank a set team that knows its people, policies and history, usually for a predictable monthly or annual fee. The bank gets faster answers and fewer surprises, and the board gets a consistent adviser. It works best when the scope is clear: which tasks are included, how quickly requests are answered, and how larger projects such as mergers or capital raises are priced. Kennedy Sutherland LLP offers this kind of ongoing counsel to banks. Fixed-fee packages available. Call 210.259.3885 for a quote.