Pillsbury
June 9, 2009

Please see also our Hot Topics for more on the PPIP. 

Please see our Hot Topics for more on TALF.

Alston + Bird
Financial Services and Products Advisory
May 11, 2009

Hogan & Hartson
April 21, 2009

Goodwin Procter
Financial Services Alert
April 14, 2009

Katten
April 16, 2009

Kilpatrick Stockton
April 9, 2009

ReedSmith
April 3, 2009

Winston & Strawn
February 9, 2009

Pepper Hamilton
February 4, 2009
This Alert reviews a number of recent developments that together are having the effect of dissuading some financial institutions from applying for CPP funding and other institutions, already accepted for CPP participation, deciding to decline CPP funding.

Pepper Hamilton
February 4, 2009
This Alert reviews a number of recent developments that together are having the effect of dissuading some financial institutions from applying for CPP funding and other institutions, already accepted for CPP participation, deciding to decline CPP funding.

Covington & Burling
January 15, 2009
This Alert reviews key aspects of a January 14, 2008 term sheet and set of FAQs released by the Treasury Department for financial institutions in subchapter S corporation form seeking funds under Treasury’s Capital Purchase Program (CPP).

Gibson, Dunn & Crutcher
December 16, 2008
This Alert looks at the increasing scrutiny being focused on the Treasury’s implementation of the Troubled Asset Relief Program (TARP), notably from U.S. Government Accountability Office (GAO) which has issued a report critical of the Treasury (largely on accountability, efficacy and communications grounds) and the Congressional Oversight Panel for Economic Stabilization (COP) which found that Treasury has administered TARP "without seeking to monitor the use of funds provided to specific institutions." 

Ballard Spahr
December 4, 2008
This Alert reviews the SEC’s recent guidance for financial institutions required to file proxy statements and get shareholder approval in connection with an issuance of securities or warrants to the Treasury Department under EESA’s Capital Purchase Program (CPP). Recognizing that participating institutions face tight time constraints in obtaining shareholder approval and that any SEC comment period can slow things down, the SEC has prepared sample comments (based on actual comments made in its reviews of similar preliminary proxy statements) to aid institutions in preparing their proxy materials.

Winston & Strawn
December 5, 2008
This Briefing reviews recent SEC guidance which is intended to shorten the SEC’s approval process for financial institutions that participate in the Treasury’s Capital Purchase Program (CPP) and are otherwise required to make filings with the SEC in connection with the issuance of securities to the Treasury under that program. Some participants may need to obtain shareholder approval for the issuance of preferred securities and warrants to the Treasury and file related proxy statements with the SEC. Cognizant that time is of the essence and the SEC’s review process may slow things down, the guidance includes a list of already issued SEC comments from similar transactions.

Katten
November 18, 2008
This Advisory reviews Treasury’s November 17 guidelines for privately held financial institutions wishing to participate in TARP’s Capital Purchase Program (CPP) which had previously only been available to publicly traded financial institutions. Applications under the expanded CPP program must be filed by December 8, 2008.

Covington & Burling
November 18, 2008
This Alert reviews the Treasury’s November 17, 2008 term sheet and FAQs for banks seeking funds under its Capital Purchase Program (CPP). The Alert focuses on the new information in Treasury’s announcement.

Ballard Spahr
November 14, 2008
This Alert reviews Congressional testimony from Interim Assistant Secretary of the Treasury for Financial Stability Neel Kashkari which provided insight into Treasury’s future for deploying funds under the Troubled Asset Relief Program (TARP). Kashkari noted that the Treasury was both (i) designing/evaluating further strategies for building capital in financial institutions by attracting private capital, potentially through matching investments and (ii) examining strategies to support consumer access to credit outside the banking system, specifically the troubled asset-backed securitization market.

Orrick
November 12, 2008
This Alert reviews the statement of Treasury Secretary Paulson that the Treasury Department will not be using further TARP resources to purchase illiquid assets from financial institutions, as had been previously contemplated but would rather be focused on:"

• (i) continuing to reinforce the stability of the financial system by building capital in financial institutions,
• (ii) revitalizing the moribund asset-backed securitization sector with an investor liquidity facility and
• (iii) mitigating mortgage foreclosures.”

Morrison & Foerster
November 13, 2008
This Update reviews the November 12, 2008 remarks of Treasury Secretary Paulson indicating that direct asset purchases under the TARP were unlikely now as such purchases were not the most effective use of the remaining TARP funds available. In place of direct asset purchases, and with the continued goal of strengthening the financial system and supporting lending while helping to alleviate the pressure associated with illiquid assets, Paulson outlined three strategies being considered for the remaining TARP $billions funds. Those strategies, discussed further in the Update:

• Building capital in financial institutions;
• Supporting consumer access to credit outside the banking system; and
• Mitigating mortgage foreclosures.

Ballard, Spahr Andrews & Ingersoll
November 6, 2008
This Alert wonders whether Section 5.3 of the Securities Purchase Agreements entered into by participants in the Treasury Department’s Capital Purchase Program (CPP) could be a “Trojan Horse” as suggested in a letter from the American Association of Bank Directors to Secretary of the Treasury Paulson. Section 5.3 provides, in part, that the Treasury “may unilaterally amend any provision of this Agreement to the extent required to comply with any changes after the Signing Date in applicable federal statutes.”

The Paulson letter (a very interesting read for its frank and worried tone) asks that this provision be deleted.

Alston + Bird
Federal Tax Advisory
November 1, 2008
This Advisory looks at a key tax question raised in the bank reorganization context under Treasury’s Capital Purchase Program, namely:

“What are the implications of Treasury’s non-voting preferred stock for future tax-free acquisitions of those banks, thrifts and holding companies, while the non-voting preferred stock is outstanding (whether in the hands of the Treasury or others)?”

Wilmer Hale
October 31, 2008
Noting that the Treasury seems to have taken a "one size fits all" approach, this Alert reviews the principal terms of the agreements between Treasury and the first nine qualifying financial institutions to participate in TARP’s Capital Purchase Program.

Willkie Farr & Gallagher
November 3, 2008
This Alert reviews the Treasury’s November 7, 2008 solicitation for financial agents to provide services that are needed to implement EESA’s Capital Purchase Program. The services being sought are for equity, debt and warrants asset management (but not for troubled mortgage-related securities or mortgage loans).

All interested and eligible parties that meet the requirements and guidelines required of the service should submit requests by the 5 p.m. (EST) on Nov 13, 2008.

Blank Rome
Financial Reform Watch
October 26, 2008
This Alert examines the latest speculation on the inclusion of the Insurance and Auto industries in the Department of the Treasury's Capital Purchase Program.

Jones Day
October 2008
This TARP update looks at (i) further commitments to be made by the Treasury Department under the it’s TARP Capital Purchase Program, in this instance to 20 to 30 (as yet un-named) regional bank holding companies, and (ii) reports that certain insurance companies were also seeking consideration.

Greenberg Traurig
Client Alert
October 14, 2008
This Alert details the Department of the Treasury’s October 14, 2008 announcement of a voluntary capital purchase program (CPP) that would allow participating U.S. financial institutions to improve their capital positions and balance sheets by selling non-voting, senior perpetual preferred stock to the U.S. Government. Financial institutions looking elect to participate need to do so before 5:00 P.M., EST, on November 14, 2008 with funding in respect of shares purchased by year-end 2008.

The Alert also looks at two key elements of the FDIC’s new temporary liquidity guarantee program pursuant to which the FDIC will guarantee: 

• all funds in non-interest bearing deposit transaction accounts (eg payroll accounts) regardless of the dollar amount of the account balance (interest bearing accounts stilled capped at $250,000); and
• all newly issued senior unsecured debt issued by insured depository institutions, bank holding companies, financial holding companies and savings and loan holding companies on or before June 30, 2009.

Covington & Burling
Financial Institutions E-Alert
October 14, 2008
This Alert reviews the Department of Treasury’s announcement of a “Capital Purchase Program” whereby it will purchase up to $250 billion of senior preferred shares in qualifying U.S. financial institutions (including already Citigroup, J.P. Morgan Chase, Bank of America (w/Merrill Lynch), Wells Fargo, Goldman Sachs, Morgan Stanley, Bank of New York Mellon, and State Street).

Shearman & Sterling
October 10, 2008
This Alert looks at unanswered questions left in the wake of the enactment of the Emergency Economic Stabilization Act and now getting some clarification. Notably:

• as to private sector opportunities to invest in TARP assets,
• how asset managers will be selected to assist Treasury with the implementation of TARP, and
• how conflicts of interest faced by asset managers and other contractors will be resolved.

Milbank
Client Alert
October 9, 2008
This Alert reads like an open letter to the Treasury Department, reminding it of where there are still holes in its Troubled Assets Relief Program (“TARP”) as outlined to date. First and foremost: "How will Treasury price the purchase of eligible assets?"

Please see our Hot Topics for more on this subject.

Cleary Gottlieb
October 3, 2008
This Alert gives a brief overview of the Troubled Assets Relief Program (the “TARP”) and then effectively uses the Q&A format to answer questions aimed at a very wide audience on a very wide-reaching piece of legislation.