Section 23A and 23B of the Federal Reserve Act restrict a wide range of transactions between a bank and its affiliates. The affiliate transaction requirements under Sections 23A and 23B have three related central purposes: (1) to prevent affiliates from taking advantage of a bank through transactions having non-market terms; (2) to prevent the transfer of the benefits of the bank safety net (i.e., FDIC insurance and access to the Federal Reserve Bank discount window) to non-bank affiliates; and (3) to ensure the safety and soundness of the bank.

Environmental, social, and governance (ESG) issues have become increasingly important to many stakeholders, including asset managers, institutional shareholders, and activist investors. Additionally, regulators in the United States and across the glove have been developing mandatory disclosure rules related to ESG for public companies, funds, and asset managers, with a particular focus on climate change. In March 2022, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require public companies to disclosure detailed information about climate-related risk, financial impact, and related corporate governance matters (Climate Disclosure Proposal).

In July 2022, the Governor of Delaware signed into law amendments to the General Corporation Law of the State of Delaware proposed by the Delaware State Bar Association and later approved by Delaware legislature.

In the U.S., various types of depository institutions are authorized to engage in banking. The types are primarily determined by the institution’s charter (e.g., national bank, state bank, federal savings bank, state savings bank) and whether the institution is a “member” of the Federal Reserve System (e.g., state member bank, state non-member bank). After you know the type of institution, you can determine which agency or agencies primarily regulate the institution.

A key consideration when a bank makes a loan or issues a commitment is whether the proposed loan of commitment, together with all outstanding loans to the same borrower, will case the bank to exceed its lending limits. Lending limits exist to control the concentration of credit and promote the diversification of bank assets.

The shelf registration process allows and issuer to file a registration statement on Form S-3 (for U.S. issuers) or Form F-3 (for foreign issuers) with the Securities and Exchange Commission (SEC) in order to register a public offering, when the issuer has no present intention to sell the securities being registered.