Thomas P. Vartanian, Chairman of the Firm's Financial Institutions Transactions Group, and Gordon L. Miller, Washington Special Counsel in the FIT Group, have authored an article in the March 2010 issue of Community Banker, the monthly publication of the American Bankers Association, entitled Capital and Control: Two Sides of the Same Coin for Community Banks (http://tinyurl.com/yeqhe4v) . The article describe how the rules of the federal banking regulatory agencies regarding control of banks, savings and loan associations and their holding companies have shaped the structure of recapitalizations of community banks, particularly investments by private equity investors that need to avoid control or holding company status. Noncontrolling investments have taken three general forms: single passive investors, "clubs" of unrelated passive investors and "blind pools" of investors assembled by investment bankers and led by skilled bank management. The authors note that the combination of the regulators' desire to see more capital raised and their caution with regard to some investors has created a tricky and quickly changing environment for bank recapitalization and investment transactions.
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