Sunday, April 22, 2012

Community Banking Group Urges Inclusion of Thrifts in JOBS Act Raising of Shareholder Threshold

The Independent Community Bankers of America have urged the SEC to issue guidance indicating that thrifts and thrift holding companies will be considered banks and bank holding companies for purposes of Section 601 of the JOBS Act, which raises the shareholder threshold for SEC reporting from 500 shareholders to 2000. In a letter to the SEC, the industry group said that it was an oversight that community thrifts and thrift holding companies with less than 2,000 shareholders were not included in the legislation, particularly since there is no compelling reason to treat them differently from banks and bank holding companies under the law.

Thrifts and thrift holding companies are really banking institutions, reasoned the industry group, since they make loans, gather deposits, and are considered insured depository institutions under the Federal Deposit Insurance Act. Further, thrifts are subject to the same oversight as banks and are overseen by bank regulators. The group emphasized that there is no compelling reason to treat thrifts differently from banks under Section 601. 

A second issue deals with the timing of future SEC rulemaking.  The Commission’s guidance earlier in April indicated that even though a bank holding company can immediately terminate its Section 12(g) registration of a class of equity securities, its duties to file periodic reports won’t be suspended until 90 days after the holding company files its Form 15.  Until that date of termination, the bank holding company is required to file all reports required by Exchange Act Sections 13(a), 14, and 16.  Alternatively, a bank holding company could rely on Exchange Act Rule 12g-4, which permits the immediate suspension of Section 13(a) reporting obligations upon a filing of a Form 15, but since that rule has not been amended to incorporate the new 1200 shareholder deregistration threshold, bank holding companies cannot take advantage of that rule. Thus, the industry group urged the Commission to adopt changes to Rule 12g-4 as soon as possible so that bank holding companies that have a class of equity securities held of record by less than 1,200 persons can terminate their Section 13(a) responsibilities immediately upon the filing of a Form 15.