September 18, 2020

Volume X, Number 262

September 17, 2020

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September 16, 2020

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September 15, 2020

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SEC Updates Statistical Disclosure Requirements for Banking Registrants

On September 11, 2020, the Securities and Exchange Commission announced that it has adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in its on-going efforts to modernize and streamline disclosure requirements.

The rules replace Industry Guide 3, Statistical Disclosure by Bank Holding Companies, which has not been substantively updated in over 30 years, with updated disclosure requirements in a new subpart of Regulation S-K. In some instances, the new rules codify the existing disclosure requirements in Guide 3, while in others they update and expand the required disclosures. The rules also eliminate disclosures that overlap with Commission rules, U.S. GAAP or IFRS.

The rules apply to domestic and foreign bank holding companies, banks, savings and loan holding companies, and savings and loan associations. Disclosures are required for each annual period presented and any additional interim period if a material change in the information or trend evidenced thereby has occurred.

The new rules address disclosures about the following:

  • Distribution of assets, liabilities and stockholders’ equity; interest-earning assets and interest-bearing liabilities; and interest rates and interest differential;

  • Weighted average yield of investments in debt securities by maturity;

  • Maturity analysis of the loan portfolio, including the amounts that have predetermined interest rates and floating or adjustable interest rates;

  • Certain credit ratios, their related components and the factors that explain material changes in the ratios during the periods presented;

  • The allowance for credit losses by loan category; and

  • Bank deposits, including average amounts and rate paid and amounts that are uninsured.

The new rules will apply to fiscal years ending on or after December 15, 2021, which for calendar year-end registrants will be the Form 10-K for the year ending December 31, 2021. Voluntary early compliance will be permitted, as long as the new rules are applied in their entirety. Guide 3 will be rescinded effective January 1, 2023.

The full text of the final rules is available here.

© 2020 Bracewell LLPNational Law Review, Volume X, Number 259

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About this Author

Troy L. Harder, Bracewell, SEC Representation Lawyer, Finance, Capital Markets Attorney
Partner

Troy Harder advises clients in all aspects of corporate and securities law, with an emphasis on corporate finance transactions. He has experience representing both issuers and investment banks in a wide range of capital markets transactions, including initial public offerings, public and private offerings of debt and equity securities, tender offers, consent solicitations and exchange offers. He also counsels clients in connection with SEC reporting and corporate governance and compliance matters, including insider reporting and compliance with the rules of the New York...

713-221-1456
Shannon Baldwin Securities Lawyer Bracewell
Associate

Shannon Baldwin represents privately owned and publicly traded companies in securities matters, capital markets, corporate governance, joint ventures, mergers and acquisitions, and master limited partnership (MLP) dropdown transactions. In addition, she represents companies in equity and debt offerings, including public and private issuances and private investment in public equity (PIPE) transactions.

1.713.221.1308
William S. Anderson, Securities Attorney, Bracewell Law Firm
Partner

Will Anderson focuses on capital markets transactions, liability management, SEC compliance and disclosure matters and mergers and acquisitions.  He also regularly advises Boards of Directors and Special Committees on fiduciary duties, corporate governance and other matters.

Will has represented issuers and underwriters in well over 100 securities offerings that have collectively raised more than $30 billion.  His experience includes initial public offerings, follow-on equity offerings and high yield and investment grade debt offerings.  He...

713-221-1122
Jason Jean Finance & Energy Attorney Bracewell
Partner

Jason Jean is experienced in advising public and private businesses, including private equity investors, in the financial services sector, upstream and midstream energy sector, and other sectors with respect to mergers and other business combinations, asset and stock purchases and sales, restructurings and joint ventures. Jason also advises businesses in private capital markets transactions, including Rule 144A private placements and PIPEs, and public capital market transactions listed on the New York Stock Exchange (NYSE), NASDAQ, Amex and London Stock Exchange. His capital markets...

713.221.1328
Joshua McNulty Corporate Attorney Bracewell
Partner

Josh McNulty is a corporate and regulatory banking attorney. Josh’s practice primarily focuses on regulatory compliance, mergers and acquisitions, and securities law matters for financial institutions. He counsels state and national banks, holding companies and other financial institutions on state and federal regulatory compliance issues, including all aspects of regulatory matters involving the FDIC, the Federal Reserve, the OCC, the TDB, and the CFPB.

Josh also advises financial institutions, corporate clients and boards of directors on corporate governance, stockholder matters,...

214.758.1046