Security Interests in IP – Part 1: Tangible

MARCH/APRIL 2012
Internet Banking Access
If the bank finds cases where one joint owner can access accounts which
that owner has no legal authority to access, the bank needs to correct the
problem immediately.
Regulatory
Burdens
Sprout
Innovative
Compliance
Program
INSIDE
The Very Best Embezzlement Preventor
The 10 Commandments of Profitable Growth for 2012
2012
2012Security
SecurityMeasures
Measuresfor
forCombating
CombatingCyber
CyberFraudsters
Fraudster
A Tradition of Firsts Stands Tall
First correspondent that never competes with the customer. First bank owned by community bankers. First for Your Success.
That’s United Bankers’ Bank… the nation’s first!
United Bankers’ Bank | 10040 Regency Circle | Suite 310 | Omaha, NE 68114 | Chris Denney 402.651.8824
www.ubb.com | Member FDIC
Bank on us.
The Nebraska banking team of Husch Blackwell has the experience to help you with all your needs, from
operating and regulatory issues to capital markets and mergers and acquisitions.
In today’s demanding business climate and rapidly evolving regulatory environment, we provide immediate response while
having the bench strength of 600 attorneys in 13 locations. Our insight into the complex and competitive nature of the
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Dale Dixon
David Bracht
Joyce Dixon
David Gardels
Aaron Johnson
Adam Kirshenbaum
Jeff Makovicka
Our Insight. Your Advantage.
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MARCH/APRIL 2012
Extraordinary Service for Extraordinary Members.
10
4
5
7
NBA Education Calendar
12
18
Executive Coaching: Helping Your Employees Get
Even Better
If your bank would like to achieve sustainable growth both within
your employees and in your bottom line, consider executive
coaching to help nurture employees, move projects forward, and
get things done.
20
By Frank Keating, President & CEO, American Bankers Association
12
Bank Investment Management: Embracing New
Realities
Today’s rate environment requires constant and active management
of the balance sheet. Discover how to best protect the earnings
and economic value of your financial institution.
By Jeffrey F. Caughron, Associate Partner, The Baker Group LP
14
Don’t Let Business Failures Affect Your Bank
When a commercial customer’s business fails, bankers must be
familiar with the revenue laws of Nebraska regarding outstanding
tax obligations in order to limit loss exposure.
By George Kilpatrick, Attorney, Policy Section, Nebraska Department of Revenue
www.nebankers.org
Find out why every bank should review its Internet banking system
and the importance of determining how online banking transfers
between accounts with multiple owners are handled.
Counselor’s Corner – Security Interests in IP, Part I:
Tangible Problems in an Intangible World
Discover what your bank needs to do to properly structure and
perfect a security interest in intellectual property assets, including
patents, trademarks, and copyrights.
Washington Update – Staying Ahead of Dodd-Frank
If you are struggling to stay ahead of the Dodd-Frank learning
curve, the ABA has developed a guide to 12 critical issues that
will assist you.
Security Officer’s By-Word – Internet Banking Access
By Charles M. Towle, Senior Vice President, Kansas Bankers Surety Co.
By Karen Miller, Senior Vice President, Nebraska Bankers Association
10
20
By Jeff Makovicka & Chris Bikus, Husch Blackwell LLP
24
Bert Ely’s Farm Credit Watch – FCS Lobbying Arm
Taps Into U.S. Treasury
Not only does the Farm Credit System pay hardly any federal or
state income tax, but now the FCS is tapping taxpayers in new ways.
By Bert Ely, Alexandria, Va.
Extraordinary Service for Extraordinary Members.
EDUCATIONCALENDAR
MARCH2012
Deposit Accounts Workshops
Washington Legislative Visit & ABA GR Summit
19-21
Washington, D.C., Omni Shoreham Hotel
Tri-State Leadership & Human Resources Conference
28-29
Overland Park - Doubletree Hotel
Spring Agri-business Conference
Kearney, Holiday Inn
Supervisor Boot Camp Conference
10-11
Kearney, Holiday Inn
Omaha, Regency Lodge
Operations School
15-17
Topeka, KS, Capitol Plaza
Essential Teller Issues Seminars
APRIL2012
4-5
9
10
21
22
23
24
Ogallala, Quality Inn & Conference Center
Lexington, Holiday Inn Express Hotel & Suites
Columbus, Holiday Inn Express Hotel & Suites
Lincoln, Cornhusker Marriott Hotel
JUNE2012
Lincoln, NBA Office
School of Banking Fundamentals
NBA Chairman’s Golf Outing
16-20
7
Topeka, KS, Capitol Plaza
HMDA Workshops
MAY2012
NBA Annual Convention
2-4
Hastings, Lochland Country Club
LaVista, Embassy Suites
26
27
28
Lexington, Holiday Inn Express Hotel & Suites
Grand Island, Fairfield Inn & Suites
Omaha, Regency Lodge
Lending Compliance Fundamentals Workshops
8
9
10
North Platte, Holiday Inn Express
Kearney, Holiday Inn Express
Omaha, Regency Lodge
For a schedule of NBA webinar offerings, visit www.nebankers.org.
If you are interested in receiving further information on these
programs, please contact the NBA Education Center
at (402) 474-1555 or [email protected].
5
Brian Koenig & Don Swanson
1125 South 103rd Street
Omaha, NE 68124
koleyjessen.com
March/April 2012
COMMERCIAL LOANS - TIF/BOND FINANCING
DIP FINANCING - BANKRUPTCY/CREDITORS’ RIGHTS
REGULATORY COMPLIANCE - GENERAL CORPORATE
T H E
B A K E R
G R O U P
Investment Strategies
and Interest Rate Risk
S E M I N A R
N
ew realities facing community financial institutions in 2012 require managers to obtain growing support for
the ALCO processes. The Baker Group’s upcoming Investment Strategies and Interest Rate Risk Seminar
will address specific bond portfolio strategies to improve margin and mitigate unnecessary IRR. We will discuss
security selection processes and liquidity management, present tools for assessing credit risk in municipal
bonds, and explore stress tests for the entire balance sheet using our Interest Rate Risk software.
Who Should Attend
Financial institutions’ CEOs, CFOs, investment officers, board members, and those
who are directly or indirectly responsible for financial management functions
will benefit from this seminar. There is no cost for this seminar.
Location
May 23, 2012
Lincoln, Nebraska
The Cornhusker Marriott
333 South 13th Street
Lincoln, NE 68508
402.474.7474
Agenda
Breakfast
Seminar
Lunch
Speakers
Jeff Caughron
Ryan Hayhurst
Lester Murray
An In-Depth Program
Financial institution managers will come away with sound ideas for
using the bond portfolio as an effective tool in managing liquidity,
cash flows, and interest rate risk. Attendees will also gain insight into
the remarkable changes that the banking industry is experiencing in
the current market environment. Seminar topics include:
Q
Q
Q
Q
Q
Q
Q
Q
Current Economic Conditions and Fed Policy Outlook
Pre-Exam Interest Rate Risk Checklist
Characteristics of High Performance Portfolios
How to Effectively Reduce Extension Risk in the Bond Portfolio
Top Strategies to Prepare for the Next Rate Cycle
Managing Cash Flows and Options Risk in the Investment Portfolio
How to Analyze Your Municipal Bond Credits
Managing MBS Cashflow Volatility With the Right Loan Attributes
CPE credits will be earned for your attendance.
Registration
For your convenience, register online at GoBaker.com/seminars.
For more information, call Skoshi Heron at 888.990.0010 .
www.GoBaker.com
| Member: FINRA and SIPC
Oklahoma City, OK | Austin, TX | Birmingham, AL | Indianapolis, IN | Salt Lake City, UT | Springfield, IL
The Baker Group | 1601 Northwest Expressway, 20th Floor | Oklahoma City, OK 73118 | 800.937.2257
Extraordinary Service for Extraordinary Members.
EXECUTIVE COACHING:
Helping Your
Employees Get
Even Better
Karen Miller, Senior Vice President, Nebraska Bankers Association
233 South 13th Street, Suite 700
Lincoln, NE 68508
Phone: (402) 474-1555 • Fax: (402) 474-2946
NBA Board of Directors
Vicki L. Kraai
(402) 773-5541
Astra Bank, Sutton
Kendell G. Holthus
NBA Chairman (2011-2012)
(402) 363-7414
Cornerstone Bank, York
Clark D. Lehr
NBA Chairman-Elect (2011-2012)
(402) 563-3656
First Nebraska Bank, Columbus
Clarence L. Landen III
(402) 449-0919
Security National Bank of Omaha,
Omaha
Robert A. Balfany
(402) 434-1035
U.S. Bank, N.A., Lincoln
Kevin Larson
(402) 372-5147
CharterWest National Bank,
West Point
Nicholas W. Baxter
(402) 602-1839
First National Bank of Omaha, Omaha
Brian Lierman
(402) 475-0521
Great Western Bank, Lincoln
Cory A. Bergt
(402) 434-4122
Wells Fargo Bank, N.A., Lincoln
Barry J. Lockard
(402) 434-2225
Cornhusker Bank, Lincoln
David P. Dannehl
(308) 876-2451
First State Bank of Loomis, Loomis
Ken H. Niedan
(308) 368-5555
Hershey State Bank, Hershey
Donovan H. Ellis
(402) 396-3431
Midwest Bank, N.A., Pilger
David A. Ochsner
(402) 225-3381
Commercial Bank, Nelson
Alan L. Fosler
(402) 323-1272
Union Bank & Trust Co., Lincoln
Ryne D. Seaman
(402) 643-3636
The Cattle National Bank & Trust,
Seward
Stephen J. Hatz
(402) 918-1567
Bank of the West, Omaha
Michael J. Homa
(402) 351-4248
Mutual of Omaha Bank, Omaha
Allan D. Jefferson
(402) 362-4411
York State Bank & Trust Co., York
John P. Stinner
(308) 436-2300
Valley Bank & Trust Co., Gering
James H. Varney
(877) 860-2266
Custer Federal Savings & Loan,
Broken Bow
Michael B. Jacobson
NBA Past Chairman
Jeffrey C. Johnson
(308) 534-2861
(402) 562-2108
Columbus Bank & Trust Co., Columbus NebraskaLand National Bank,
North Platte
Philip Jossi
Larry D. Marik
(308) 893-2351
NBA Past Chairman
State Bank of Riverdale, Riverdale
(402) 562-5846
Timothy E. Keller
First National Bank of Columbus,
(402) 375-2043
Columbus
F&M Bank, Wayne
John F. Kotouc
(402) 399-5088
American National Bank, Omaha
George Beattie
NBA President & CEO
[email protected]
Joni Sundquist
Vice President of Communications
[email protected]
process to draw out the skills or talent that was previously
hidden within an individual, and which invariably finds a
way to solve a problem previously thought unsolvable.”
— JOHN RUSSELL, MANAGING DIRECTOR, HARLEY-DAVIDSON EUROPE LTD.
W
HAT KIND OF BANK HIRES AN EXECUTIVE COACH? THE
kind of bank that wants to achieve sustainable
growth both within its employees and in its bottom line. Today, more than ever before, executive coaching is being used to grow skills, grow people, and
grow companies.
7
Perhaps your bank is acquiring or opening new branches,
building new teams, or entering new communities. You may be
in the midst of succession planning, challenged with the task of
meeting the expectations of your shareholders and your community. Or, you may be on a steady growth path and have new
leaders who need to be polished and prepared for the future.
Whatever your particular situation may be, we know executive
coaching has proven to be an excellent way to help nurture
executives, move projects forward, and get things done!
That’s why the Nebraska Bankers Association has joined
forces with Paula Pace of The Executive Development Group.
Through the NBA, your employees now have the opportunity
to work with a certified executive coach.
How do you know what type of coaching
you need?
Does a team leader need to grow specific skills? Does
he or she need help guiding the team through an important
project? Does the team just need to be more effective? If so,
you need leadership coaching.
Is someone on your team poised for advancement, yet
lacks a few skills required to fulfill the position? Then you
need coaching for position advancement.
Q
Executive Coaching — continued on page 8
March/April 2012
NBA Staff
“I never cease to be amazed at the power of the coaching
Extraordinary Service for Extraordinary Members.
Q
Executive Coaching — continued
Is someone on your team in jeopardy of losing their position? Position retention coaching is the answer.
Perhaps you want to prepare your high-potential employees for their next move within your organization, or you don’t
want to lose them while positions become available. Consider
coaching for high-potential employees.
Executive coaching is most often a one-to-one intrapersonal experience, but teams and organizations also may benefit from it. Executive coaching is valuable in that it provides
outside, objective guidance to executives who often have no
time for training or formal development. It’s fast and direct.
When you enter The Executive Development Group’s
coaching program, your agreement will be directly with
Paula Pace and full confidentiality will be maintained. The
NBA will not have access to the names of individuals who are
participating in the coaching program.
I would encourage you to learn more about executive
coaching and how it can benefit your financial institution by
contacting Paula Pace at The Executive Development Group
at (402) 466-2559 or [email protected]. Z
8
Reach Karen Miller by email at [email protected].
We help your
bank compete
with the “big guys”
Participation loans (commercial,
agricultural, construction,
operating lines and term loans)
Bank stock and ownership loans
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Bank building financing
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3100 13th Ave. S., Fargo, N.D. | 800.450.8949
www.nebankers.org
Croker, Huck, Kasher, DeWitt,
Anderson & Gonderinger, L.L.C.
A T T O R N E Y S A T L AW
Providing quality legal services to businesses
and individuals in such areas as:
• Banking & Finance
• Municipal Law
• Bankruptcy
• Real Estate
• Estate Planning
• Probate
• Employment Law
• Taxation
• Business & Commercial Law
• Sanitary & Improvement Districts
• Litigation
• Tax Foreclosure
2120 South 72nd Street, Suite 1200, Omaha, NE 68124
(P) 402.391.6777 (F) 402.390.9221
www.crokerlaw.com
Extraordinary Service for Extraordinary Members.
Washington Update
Staying Ahead
of Dodd-Frank
Frank Keating, President & CEO, American Bankers Association
challenge is to sensibly dial back capital
requirements while ensuring stable
sources of capital.
Sounds reasonable. The challenge,
however, is a big one, since every indicator in the regulatory and legislative
spheres, as well as public sentiment,
points to requiring more bank capital.
We’ve got to continue to tell, and
sell, our story: That increasing capital
requirements is a drag on banks’ lending, which hurts communities across
the country.
Capital is just one of the dozen issues we’ve highlighted in our guide.
There are also Consumer Financial
Protection Bureau rules, FDIC coverage and the assessment base, housing
finance and the qualified mortgage and
qualified residential mortgage rules,
the Volcker Rule, and more.
10
We’ve got another big year ahead for Dodd-Frank Act implementation.
To help bankers stay out in front of this regulatory freight train, we’ve
published and mailed to community banks our latest resource, “Dodd
Frank & Community Banks: Your Guide to 12 Critical Issues.”
T
HIS 29-PAGE GUIDE, DEVELOPED
with the input of bankers like
you, provides detailed information on 12 key implementation
items for 2012. Each issue is explained in terms of why it matters to
community banks and what to watch
out for. Just as important, the guide
examines each issue from the standpoint of how bankers can get involved
and help shape the outcome.
Take the issue of capital, for example. As the guide explains, the advocacy
Please read the guide, share it with
others in your bank, and get involved
in shaping these important issues.
Don’t hesitate to tap into ABA’s staff
expertise (1-800-BANKERS) and our
tremendous online resources, such as
our up-to-the-minute ABA Dodd-Frank
Tracker at http://regreformtracker.
aba.com.
You also can look to us for support
through peer networking, training and
education, and products and services.
The challenge for our industry is not
to put the Dodd-Frank Act behind us,
but to stay out in front of it. Working
together, we can do that. Z
Reach Frank Keating by email at
[email protected].
visit us online!
www.nebankers.org
www.nebankers.org
Extraordinary Service for Extraordinary Members.
BANK INVESTMENT MANAGEMENT:
Embracing
New Realities
Jeffrey F. Caughron, Associate Partner, The Baker Group LP
12
A
S WE TRANSITION INTO 2012,
community bankers find
themselves adapting to new
realities and changed conditions in their industry. Bank performance is being challenged by increased
regulatory burden, asset quality issues,
weak loan demand, and excess liquidity during a period of historically unprecedented low interest rates. With
respect to general economic conditions,
the hope had been that the pain would
be over by now and a robust recovery
well under way. Indeed, the average
growth rate of U.S. GDP at this point
in a typical post-war economic cycle is
5 percent to 6 percent. As 2012 begins,
however, we are barely seeing half that
www.nebankers.org
level of output, and the reality is that we
will likely continue to see slow, sluggish
growth for some time to come.
The reasons for this new environment are well known. The necessary
and painful process of deleveraging
from unsustainable debt levels is still
far from over. American households,
banks, and governments (state and local as well as federal) all must continue
to tighten belts until debt burdens
return to sustainable levels. The cost
of this deleveraging is slower growth,
weaker inflation, and lower interest
rates than what we’ve come to think
of as “normal.” Similar problems in
Europe weigh heavily on the U.S.
economy as well. This backdrop raises
questions about the proper focus of
community banks as they fight for
optimal performance, while prudently
managing risks.
Managing Performance
The Baker Group has always believed in macro-management of bank
balance sheets through robust asset/
liability management processes. The
“new normal” banking environment
we are facing today is punctuated by
margin compression as earning asset
yields decay lower while the cost of
funds for many banks is already as
low as it can go. The dynamics of the
balance sheet are such that older loans
and bonds that were purchased in
prior years will continue to mature or
pay down, and those dollars will now
need to be reinvested into the new,
lower-rate environment. To the extent
that loan growth is not forthcoming,
the investment portfolio becomes the
critical balance sheet tool. Managing the reinvestment of excess funds
is critical in several ways including
timeliness, relative value, security
selection, and flows of liquidity.
Timeliness – Unless you believe
that the rate environment is near
a turning point, the deployment of
excess cash should not be delayed.
A large balance of fed funds earning
near-zero is painful from a relative
performance standpoint. A prudent
high-grade investment earning 1.5
percent to 2 percent provides a reasonable earning interest spread whereas
sitting in cash earns none.
Relative Value – Every investment
decision involves a process of elimination. The first step in that process is
relative value analysis between and
among different types of bonds and
bond-market sectors. This involves determining which sectors are particularly
rich or cheap in terms of yield advantage
versus others. This assessment also
needs to be viewed within the strategic
diversification and sector allocation
objectives of the portfolio manager.
Extraordinary Service for Extraordinary Members.
Define, measure, and manage the interest rate risk of the balance
sheet, then structure the investment portfolio in a manner that will
protect the earnings and economic value of the institution.
Security Selection – Once the optimal bond type or
sector is determined, we turn to the specific security selection
process. This step involves close scrutiny of unique characteristics of individual bonds. For agencies, it’s largely about
the call or step-up features. For municipals, credit analysis
is paramount. For mortgage-backed securities, it’s about the
loan attributes of the pool that tell us what to expect in terms
of prepayment risk. In all cases, it’s about having a clear
understanding of the unique risk/reward characteristics of
different bonds, and how they compare to alternatives.
Cash Flows – Investment decisions also should be driven by an awareness of balance sheet liquidity needs and the
projected cash flows required to meet those needs. A bond
purchase decision should involve an understanding of when
principal will be returned to the balance sheet and, if it’s
subject to prepay or call risk, the degree of uncertainty surrounding that return of principal. We have always believed
that stable, predictable cash flow is a necessary requirement
for prudent portfolio management.
This is a rate environment that requires constant and
active management of the balance sheet. Excess liquidity
must be prudently deployed and community bankers should
use the portfolio as a means of achieving optimal performance for the bank overall. Define, measure, and manage
the interest rate risk of the balance sheet, then structure
the investment portfolio in a manner that will protect the
earnings and economic value of the institution. Z
Since 1979, The Baker Group LP has helped its clients
improve decision-making, manage interest rate risk, and
maximize investment portfolio performance. For more
information, contact Jeff Caughron at The Baker Group at
(800) 937-2257 or [email protected]. You also may
visit The Baker Group at www.GoBaker.com.
13
March/April 2012
Extraordinary Service for Extraordinary Members.
Don’t Let
Business Failures
Affect Your Bank
Understanding Nebraska Law
Regarding Outstanding Tax Obligations
George Kilpatrick, Attorney, Policy Section, Nebraska Department of Revenue
14
Business failures are an all-too-common occurrence in the United
States and in Nebraska specifically. When this happens, dreams are
crushed, livelihoods placed at risk, and many people, institutions,
and organizations are damaged.
O
NE OF THOSE AT RISK MAY BE A
financial institution that has
loaned funds to the business
dependent on its success.
Another may be the people of Nebraska,
through their government institutions.
than 30 types of taxes. Often businesses
faced with financial stress delay or stop
paying taxes that are owed so they can
pay other obligations. This outstanding
tax liability may be unknown to other
creditors of the business.
The Nebraska Department of Revenue is responsible for the enforcement
of the revenue laws of Nebraska and the
administration and collection of more
When business failure occurs, the
law requires certain actions be taken
to satisfy any outstanding tax obligations. These actions may be at odds
www.nebankers.org
with any plans developed by business
owners and creditors to map a way out.
Bankers should be familiar with the
revenue laws of Nebraska in regard to
tax obligations and the powers granted
to the department to collect these taxes.
Such knowledge will help minimize
misunderstandings between the department and the banking community in
situations when there is too little money
to go around.
The Unique Status of Trust
Fund Taxes
The Department of Revenue administers and collects more than 30
different types of taxes. Nearly all are
collected from business entities. These
range from the obscure, like the litter
fee, to the major taxes, like sales and
income taxes. Even sales and individual
income taxes paid by individuals are
collected primarily through businesses.
As most of us know, merchants collect
state and local sales taxes from purchasers along with the purchase price of the
product purchased. Under Nebraska
law, sales taxes collected “constitute a
debt owed by the retailer to this state.”
[Neb. Rev. Stat. § 77-2703(1)(a)]
Similarly, the individual income tax
is primarily collected by withholding the
tax from employees or other persons
providing personal services. Under
Nebraska law, any amount deducted
and withheld from the earnings of employees “shall constitute a trust fund
in the hands of the employer or payor
and shall be owned by the state.” [Neb.
Rev. Stat. § 77-2757] While the wording
of these two statutes is different, both
are considered money taken from the
individual taxpayer that is rightfully
owned by the people of Nebraska and
not the business. We call both sales
taxes collected and withholding “trust
fund taxes” to reflect their unique status
in the revenue laws of this state.
This unique status also can be found
in information the department provides
businesses when they first become
licensed to collect Nebraska taxes. The
department’s information guide on
Extraordinary Service for Extraordinary Members.
Once everyone is aware of all the liabilities and relative rights,
the department can work with the bank and other creditors in a
joint effort to limit everyone’s loss exposure as much as possible
and allow the sale to take place.
“Statutory Responsibilities for Collecting, Reporting, and
Remitting Sales Taxes and Income Tax Withholding” begins by describing trust fund taxes and recommending that
amounts collected from customers for sales tax or deducted
from employees for withholding be kept in a separate bank
account and never used for business operations. This guide
further directs that these taxes cannot be used for any other
purpose. This separate bank account only should hold trust
fund taxes, even though the business also may owe income
taxes, use taxes, property taxes, or any number of other taxes
on its own accord.
Many businesses, of course, don’t do this. What the department often finds is that when businesses suffer financial
stress, they treat trust fund taxes like any other obligation of
the business, despite their unique status.
Tax Liens
is important to point out that these measures can be pursued
regardless of whether or not the state tax lien is recorded.
Often these collection actions are the best collection tool available after the business has closed and tax liability remains,
but not always.
Successor Liability
Successor liability is a collection method available to the
department in some circumstances that may be a trap for
the unwary. Neb. Rev. Stat. § 77-2707 provides that “[i]f any
person liable for any sales or use tax under the provisions of
the Nebraska Revenue Act of 1967 sells out his business or
stock of goods or quits the business, his successor or assign
shall withhold sufficient of the purchase price to cover such
amount until the former owner produces a receipt from
the Tax Commissioner showing that it has been paid or a
Q
Business Failures
15
— continued on page 16
The law governing establishment and enforcement of
state tax liens is governed by the Uniform State Tax Lien
Registration and Enforcement Act. [Neb. Rev. Stat. §§ 773901 through 77-3908] If any person liable to pay any tax
neglects or refuses to pay after a demand, the tax and any
associated interest or penalties establish a lien in favor of
Nebraska upon all property and rights owned by the taxpayer
or acquired later prior to expiration of the lien. [Neb. Rev.
Stat. § 77-3904] Under the procedures of the department,
the Demand for Payment, which triggers this statutory lien,
is issued after the assessment of the tax is final, meaning any
protest or appeal period has expired and the amount in the
demand is no longer open to adjustment.
A state tax lien may be enforced by the department by
garnishing wages, levying bank accounts, or seizing and selling property of the taxpayer. [Neb. Rev. Stat. § 77-3906] It
March/April 2012
This lien will expire after three years unless recorded.
Usually, the department does not record liens immediately.
The threat of recording a lien can often provide leverage that
causes the taxpayer to pay the taxes owed or reach a payment
agreement. Once the lien is recorded, it does not expire for
10 years and may be renewed thereafter for subsequent 10year periods. The priority of the lien is based upon the date
recorded, except with regard to the IRS, in which case, the
priority of the state tax lien is established based on the date
the tax was assessed.
Extraordinary Service for Extraordinary Members.
Q
Business Failures — continued
certificate stating that no amount is due.” This statute goes
on to provide that if the purchaser fails to either obtain the
clearance letter from the department, or withhold the funds,
the purchaser becomes liable for the entire amount up to
the amount of the purchase price, valued in money. Thus,
the statute imposes this liability up to the value of the entire
transaction, not just the cash portion.
Under this statute, purchasers of a business or the assets
of a business have a statutory obligation to make sure that any
sales tax liability is paid before the seller receives anything
from the sale. The penalty for failure to do so is transfer of the
liability to the purchaser, up to the amount of the purchase
price, valued in money, including any assumption of debt.
This obligation must be addressed first, before any liens are
considered. While successor liability may exist in connection
with any sale of a business, it often comes into play when a
creditor is attempting to arrange transfer of the business and
the underlying loan to another operator. Successor liability
may be a deal killer in these cases.
The statute cited above applies only to sales and use taxes,
but a similar statute and Nebraska case law extends this treat-
ment to income taxes and withholding. [See Neb. Rev. Stat.
§ 77-27,110 and Gottsch Feeding Corp. v. State, 261 Neb. 19,
621 N.W.2d 109 (2001).]
Corporate Officer Liability
Neb. Rev. Stat. § 77-1783.01 provides that any corporate
officer or employee who had a duty to collect, account for,
or remit any taxes imposed on the corporation is personally
liable for any willful failure to cause the corporation to pay
the tax. Willful failure to pay the tax can be established if
the department shows that the corporate officer or employee
knew taxes were due, had funds available, and paid any
other creditor.
This is a powerful collection tool that is useful if a business
that is a corporation is sold or liquidated and there is simply
not enough money to go around. The department may be
able to establish willful failure to pay taxes by one or more
former owners or responsible employees. Once that assessment is final and can no longer be appealed, the department
may proceed to issue a Demand for Payment and garnish
wages, levy bank accounts, or seize and sell property of the
individual corporate officer or employee.
Protecting the Interests of Nebraskans
Often when businesses are struggling financially, those
businesses fall behind in paying taxes when due. When that
happens, the Nebraska Department of Revenue has many
collection tools available to protect the interest of the people
of Nebraska. Some of these tools operate separate from the
recorded lien process. To avoid surprises, bankers and other
creditors need to be aware of these tools and investigate possible tax liabilities when working with debtors.
16
experience
i
di
direction
ti
BKD, LLP has helped 1,200 financial services clients
manage change and stay compliant by offering audit and
internal audit, tax, regulatory compliance, loan review
services and more. Let us help you chart a course to
success. Learn more at bkd.com and get the latest
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Omaha
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402.392.1040
402.473.7600
www.nebankers.org
This is especially true if the plan revolves around selling
the business to a new operator. Because the successor liability
statute can stop the sale in its tracks, creditors need to find
out early if sales or use taxes or withholding liabilities exist
and how much. To receive clearance from the department for
the sale to go through, contact the Department of Revenue
and include a Power of Attorney appointment (Form 33) from
the selling business. This form authorizes the department
to reveal confidential taxpayer information to the bank or
other creditors.
Once everyone is aware of all the liabilities and relative
rights, the department can work with the bank and other
creditors in a joint effort to limit everyone’s loss exposure as
much as possible and allow the sale to take place. Z
For more information, contact George Kilpatrick, attorney, at the
Nebraska Department of Revenue at (402) 471-6024 or george.kilpatrick@
nebraska.gov. You also may visit the Nebraska Department of Revenue
website at www.revenue.ne.gov.
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Extraordinary Service for Extraordinary Members.
SECURITY OFFICER’S BY-WORD
Internet Banking
Access
Charles M. Towle, Senior Vice President, Kansas Bankers Surety Co.
18
In an ideal situation, every bank would allow Internet
banking transfers between accounts only if all owners of
the accounts are identical.
H
OWEVER, MANY CUSTOMERS
want to be able to use Internet banking to transfer funds
between any accounts they
own—even if not all of the owners of
the account are identical.
Most Internet banking providers
allow banks the ability to link accounts
to a single user ID and password so that
the bank can give a customer access to
the various accounts he or she owns.
However, at least one major Internet
banking provider requires all owners
of an account to use the same user ID
and password. All owners of the main
account then have access to all linked
www.nebankers.org
accounts, even if some of the owners
of the main account are not owners of
the linked accounts. This has resulted
in serious problems.
A husband and wife had a joint
checking account. The wife also had a
savings account at the same bank that
named only her as the owner. The
bank’s Internet processor only allowed
one user ID and password to access any
account. The wife applied for Internet
banking and requested that she have
access to both the joint account and her
personal account for the purpose of Internet banking. Later, the husband applied for Internet banking on the joint
account and was given the same user
ID and password because the Internet
processor required only one user ID for
any account. The couple happily used
Internet banking under this arrangement for more than five years.
One day the husband used Internet
banking to transfer all the funds from
his wife’s savings account to the joint
checking account and withdrew the
funds. He then moved in with his new
girlfriend. The wife was unable to
obtain the funds during their divorce
proceedings, so she claimed the bank
was liable to her for the stolen funds.
At another bank, a savings account
was opened in the name of a young
child who had received a large settlement after his mother was killed in a
vehicle accident. His father was named
custodian on the account. The father
remarried and had a joint checking
account with his new wife. Both were
given the same user ID and password
for Internet banking. At the request
of the father, the son’s account was
added to the Internet banking function.
Because the bank’s Internet processor
insisted that only one user ID and password could be used to access the joint
account, the new wife also was given
access to both accounts even though
she was a signer on only one account.
The wife transferred the funds
from the custodial account to the joint
account and then withdrew all funds
from the joint account and moved to
another country. The father, on behalf
of his minor son, made claim against
the bank for the stolen funds.
The Internet processor told bank
management they could not allow multiple user IDs to access any one account
in the Internet banking function.
Bank management wanted to allow
multiple owners of accounts to access
the accounts using Internet banking.
Bank management had three choices:
1) The bank could restrict access to Internet banking to only accounts where
Extraordinary Service for Extraordinary Members.
all signers are identical. 2) The bank could find a new Internet
banking provider that can restrict access to accounts which
the specific user has authority. 3) The bank can ignore the
contract with its customer and allow other parties to have
access to accounts that they have no legal authority to access.
While most bankers would never consider the third option, a considerable number of banks have either willingly,
or through error, done just that. One large Internet banking
provider for banks still allows only one user ID and password
to access an account. Some banks that use this system have allowed multiple accounts to be accessed by the users of the user
ID and password. In some cases one of the joint owners of
the main account has no legal authority to be accessing linked
accounts but they are allowed to have such access anyway.
Every bank needs to review its Internet banking system
and determine if the bank allows multiple joint owners of
accounts to use the same user ID and password to access the
account. If so, the bank needs to make certain that all accounts accessible by the user ID and password have identical
owners. If the bank finds cases where one joint owner can
access accounts which that owner has no legal authority to
access, the bank needs to correct the problem immediately. Z
For more information, contact Kansas Bankers Surety Co.
at (785) 228-0000.
ATTENTIVE
Nebraska banks are attentive to the needs of the communities
they serve. We are here to give you the same attention.
Loan Participations
Bank Mergers and Acquisitions
Succession Planning for Owners
Commercial Litigation
General Business Representation
Lincoln
Oma ha
Denver
Regulatory Consultation and Compliance
Loan Origination and Workout
Loan Default Remedies and
Bankruptcy Representation
Real Estate Purchase, Sale and Leasing
w w w.woodsait ken.com
19
March/April 2012
Extraordinary Service for Extraordinary Members.
COUNSELOR’S CORNER
Security Interests in IP – Part I
Tangible Problems
in an Intangible
World
Jeff Makovicka & Chris Bikus, Husch Blackwell LLP
This article discusses perfecting
security interests in three of the
primary types of IP: patents, trademarks, and copyrights—and to a limited extent, domain names. It is the
first of a three-part series on IP as
collateral. The second article in the
series, to be published in the May/
June issue of Nebraska Banker, will
provide tips and practical guidelines
to proper documentation of IP as collateral. The third and final part in the
series, to be published in the July/
August issue of Nebraska Banker,
will address what happens when
things go wrong and foreclosure on
IP is inevitable.
Even though all three types of IP
are governed in part by federal law,
no complete federal preemption exists in this area. To the extent it is
not in conflict with federal law, Article
9 of the Uniform Commercial Code
(UCC; adopted with minor variations
in all states, including Nebraska)
plays a role. Patents, trademarks,
and copyrights all qualify as “general
intangibles” under Article 9’s catchall
category of collateral. UCC 9-102(a)
(42) and Comment 5d.
20
In today’s business world, the intellectual property (IP)—patents,
trademarks, and copyrights—portfolio of many companies forms an
important part of company assets.
T
HIS IS TRUE NOT JUST FOR TECHNOLogy companies, but also for
retailers, manufacturers, and
service providers. As such,
commercial lenders are increasingly
taking security over borrowers’ IP
portfolios as part of a security package. Even if a borrower’s IP is not independently valuable, it is oftentimes
an essential piece of a commercial
www.nebankers.org
lender’s ability to realize upon another asset that may be the primary
collateral for the financing. Commercial lenders, if not aware of the
pitfalls surrounding the structuring
and perfection of a security interest in
IP assets, may find themselves without an enforceable security interest in
a valuable part of the business which
they are funding.
A financing statement describing the collateral as “all assets of
the debtor, now owned or hereafter
acquired” will suffice to perfect a
security interest in any IP owned by
the debtor, as long as the “general
intangibles” category or some more
precise description is used in the
security agreement. UCC 9-504(2);
UCC 9-108(c). Generally, absent other
considerations (discussed below), the
UCC governs the creation, perfection,
priority, and enforcement of IP collateral. It should be noted, however,
that ordinary-course licensees under
a nonexclusive license take free of a
security interest in IP created by a
licensor. UCC 9-321(a) and (b). This
super-priority rule, which could have
a major impact on disputes involving competing claims to IP, will be
discussed in more detail in the next
article in this series.
Extraordinary Service for Extraordinary Members.
Patents
Section 261 of the Patent Act (35 U.S.C. § 261) governs
ownership and transfer of patents and provides a federal
filing scheme for protecting patent rights. This section also
provides that priority rights in a patent obtained by “assignment, grant, or conveyance” may be preserved, as against a
bona fide purchaser or mortgagee, only if the assignment was
recorded in the United States Patent and Trademark Office
(USPTO). Courts have reasoned that a security interest in
a patent is not the kind of “assignment” that requires filing
with the USPTO under the Patent Act. Instead, UCC filing is
necessary. In re Cybernetic Services, Inc., 252 F.3d 1039 (9th
Cir. 2001) (security interest in a patent is not an “assignment”
within meaning of federal patent statute; UCC filing is necessary); In re Tower Tech, Inc., 67 Fed.Appx. 521 (10th Cir.
2003) (filing only with USPTO was fatal for secured lender).
While filing under the UCC is necessary for perfection of
security interests in patents, courts have held that such filing
does not protect against future purchasers of patent rights.
Courts have stated that a bona fide purchaser with a duly
recorded assignment at the USPTO would defeat a secured
lender that did not file in the USPTO. See Rhone-Poulence
Agro, S.A. v. DeKalb Genetics Corp., 284 F.3d 1323 (Fed.
Cir. 2002).
21
Because of this, it is advisable to record a security interest under the UCC to perfect the security interest and also
to record the security interest with the USPTO to protect
against future purchasers.
Trademarks
There are three classes of trademarks: federally registered
marks, state registered marks, and common law marks. State
registered marks and common law marks arise under and
are generally governed by state law. For these, perfection is
effected under the UCC. Federally registered marks, however,
are governed by the Lanham Act, 15 U.S.C. § 1060. Similar to
the Patent Act, the Lanham Act addresses assignments and,
according to case law, security interests are not considered
assignments. See In re Chattanooga Choo-Choo Co., 98
B.R. 792 (E.D. Tenn. 1989) (a service mark is a UCC general
intangible requiring the filing of a financing statement); In
re Trimarchi v. Together Dev. Corp., 255 B.R. 606 (D. Mass.
2000) (secured lender filed UCC financing statement with
the USPTO rather than with the secretary of state; because
this federal filing was improper, the lender’s security interest
was unperfected and voidable in bankruptcy).
Q
Tangible Problems — continued on page 22
March/April 2012
Thus, UCC filing is necessary. As with patents, however,
there is the problem of a subsequent purchaser and, to protect against such purchaser, it is prudent also to record with
the USPTO.
Extraordinary Service for Extraordinary Members.
Q
Tangible Problems — continued
Copyrights
Copyrights may be registered or
unregistered. Registered copyrights
are governed by the Copyright Act, 17
U.S.C. § 205. Unlike the Patent Act
and the Lanham Act, the Copyright Act
provides a federal perfection scheme
at Section 205. Section 101 defines
transfer of copyright ownership as
an assignment, mortgage, exclusive
license, or any other conveyance, or
alienation of a copyright. The Copyright
Act, therefore, specifically preempts the
UCC. In re World Auxiliary Power
Co., 303 F.3d 1120 (9th Cir. 2002) (the
Copyright Act’s use of the word “mortgage” as one definition of a “transfer”
includes security interests under the
UCC). Courts reject the proposition
that federally registered copyrights are
properly perfected under the UCC. In
re Peregrine Entertainment, Ltd., 116
22
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B.R. 194 (C.D. Cal. 1990); In re AEG
Acquisition Corp., 127 B.R. 34 (C.D. Cal.
1991), aff’d 161 B.R. 50 (9th Cir. 1993)
(federal filing is the exclusive method
of perfection for federally registered
copyrights). Accordingly, to properly
perfect a security interest in a registered
copyright, a filing must be made with
the Copyright Office.
Problems arise, however, in the case
of unregistered copyrights, as many security agreements include as collateral
all of the borrower’s unregistered copyrights. Under copyright law, copyrights
exist automatically upon creation of the
work whether or not registered with
the Copyright Office. For unregistered
copyrights, no record of the copyright is
with the Copyright Office and, therefore,
it is not possible to file a security interest
with that office.
Some courts have held that a lender’s
security interest in an unregistered
copyright is perfected pursuant to a
filing under the UCC. World Auxiliary
Power, 303 F.3d at 1128. Other courts
have held that the perfection of an
unregistered copyright is only proper
with the Copyright Office and, thus, a
necessary prerequisite to perfecting
a security interest in an unregistered
copyright is to register the copyright.
AEG Acquisition Corp., 127 B.R. 34 and
In re Avalon Software, Inc., 209 B.R.
517 (D. Ariz. 1997).
In the case of an unregistered copyright, a prudent commercial lender is
advised to record with the UCC and
simultaneously register the copyright
and record with the Copyright Office.
In some cases, however, it may not be
practicable to register the copyright,
for example where the copyright pertains to software which is likely to be
revised frequently. In such cases, a
lender may choose to file solely under
the UCC and monitor (by means of covenants and other policing mechanisms
in the loan documents1) whether the
unregistered copyright becomes registered and to then take appropriate action in the Copyright Office to perfect.
Extraordinary Service for Extraordinary Members.
Domain Names
Domain names are the commonly used form of Internet
address or Uniform Resource Locator. A domain name is a
critical asset of many businesses and, therefore, essential collateral for their secured lenders. While it is debatable whether
a domain name is IP or merely a contractual right sold by a
registrar company to a domain owner, security agreements
often include domain names as collateral. Some courts have
concluded that a domain name is a form of intangible personal
property (e.g., CRS Recovery, Inc. v. Laxton, 600 F.3d 1138
(9th Cir. 2010)) and other courts have found a conditional
contractual right in the agreement between the registrant and
the registrar for exclusive association of the domain name for
the term of the registration (e.g., Dorer v. Arel, 60 F.Supp.
2d 558 (E.D.Va. 1999)).
However, at this time, the best practice is to treat domain names as “general intangibles,” in which security
interests are perfected pursuant to a filing under the UCC.
UCC 9-310.
Protecting your
family and future...
MEMBERS
AINSWORTH
What This Means to You
In sum, to perfect a security interest in a registered copyright, a lender should record the security interest with the
Copyright Office. A filing under the UCC may be adequate
for perfecting a security interest in an unregistered copyright,
although the best practice may be to require registration of
the unregistered copyright. For all other IP assets, a lender
should record its security interests with the Secretary of State
of the state where the borrower resides through a UCC-1
financing statement (except that in the case of a domain
name, it may be advisable to also file in the state where the
webserver is located). In connection with registered federal
trademarks and patents, though, it is also advisable that a
lender take the additional step of recording its security interests with the USPTO in order to protect against later bona
fide purchasers. Generally, as a best practice for IP collateral,
it may be advisable to record under both the UCC and with
the applicable federal agency. Z
23
today and
tomorrow.
1
A good practice is to insert protective covenants and warranties in loan documents which
compel the borrower to disclose registrations of previously unregistered copyrights (this will be
discussed in greater detail in Part II of this series).
nebraskablue.com
Blue Cross and Blue Shield of Nebraska is an Independent
Licensee of the Blue Cross and Blue Shield Association.
March/April 2012
For more information, contact Jeff Makovicka or Chris
Bikus at Husch Blackwell LLP at (402) 964-5000 or jeff.
[email protected] or chris.bikus@
huschblackwell.com. Makovicka is a member of Husch
Blackwell LLP’s Banking & Finance practice where he
concentrates on bank regulatory matters. Bikus is a
member of Husch Blackwell LLP’s Intellectual Property
practice and has significant experience in trademark
and copyright matters. He has worked on numerous
acquisitions and divestitures of intellectual property
assets and specializes in intellectual property counseling
and trademarks and copyrights.
Extraordinary Service for Extraordinary Members.
Bert Ely’s FARM CREDIT WATCH®
Shedding Light on the Farm Credit System, America’s Least Known GSE
© 2012 Bert Ely
FCS Lobbying Arm
Taps Into U.S.
Treasury
T
24
HE FARM CREDIT COUNCIL, THE
Farm Credit System’s Washington, D.C.-based lobbying arm,
has received a $675,109 grant
from the USDA “to improve the effectiveness of educational material for
those who provide training to beginning farmers” with a “primary focus”
on the “components of a successful
financial skills education.” It is not
enough of an outrage that the Farm
Credit System (FCS) pays hardly any
federal or state income tax but now the
FCS, through the Farm Credit Council
(FCC), is tapping taxpayers to reclaim
a portion of the pittance the FCS pays
in taxes. This grant to the FCC was
included in $18 million of USDA grants
to organizations providing “training
and assistance to beginning farmers
and ranchers.”
The key question: What is the FCS
up to? We know that despite its lip
service to serving young, beginning,
and small farmers, the FCS is primarily focused on financing large farming
and ranching operations. Given this
focus, the FCS needs political friends
outside traditional agri-business.
Where to find these friends: among
interest groups who promote smallscale farming and shrinking the
distance between food production
www.nebankers.org
and consumption. Even though the
FCS does not lend much money to
small-scale farmers, by aligning with
such groups the FCS is building alliances with potential political allies in
advance of congressional reauthorization of the farm bill. Such alliances
could help protect the FCS from being
hurt by the farm bill and possibly even
help the FCS. With this $675,000 in
taxpayer funds, the FCS has the opportunity to make many new friends.
Shouldn’t the FCS Pay a
Guarantee Fee, Too?
Just before the end of the year,
Congress lev ied a 10-basis-point
guarantee fee on all new mortgages
guaranteed by Fannie Mae and Freddie Mac, with the fee going directly
into the U.S. Treasury. The new fee
partially pays for the two-month
extension of the payroll tax cut first
enacted last year. Although not advertised as such, the new fee, for the
first time, compensates taxpayers for
the risk those government-sponsored
enterprises (GSEs) pose to taxpayers,
the same type of taxpayer risk the
FCS poses. Congress should consider
levying a comparable guarantee fee on
debt issued by the FCS. Based on the
amount of FCS debt outstanding as
of Sept. 30, 2011 ($183.4 billion), this
fee would pump almost $200 million
annually into the U.S. Treasury, partially compensating taxpayers for the
risks the FCS poses to them, while also
partially compensating the Treasury
for the taxes FCS does not pay.
CoBank Completes
Acquisition of U.S. AgBank
On Jan. 1, CoBank completed its
acquisition of U.S. AgBank, another
of what were five FCS banks that fund
FCS associations. Although officially
called a merger, Denver-based CoBank clearly acquired Wichita, Kan.based U.S. AgBank. Based on Sept.
30, 2011 data, the new CoBank had
total assets of $86.7 billion, 43 percent
of all FCS bank assets. The second
largest bank, St. Paul, Minn.-based
AgriBank, had total assets of $71.8
billion on Sept. 30. The other two FCS
banks are much smaller: Columbia,
S.C.-based AgFirst ($30.3 billion in
assets) and Austin, Texas-based Farm
Credit Bank of Texas ($13.9 billion in
assets). One can reasonably wonder
when the two smaller banks will
merge or be gobbled up by the two
bigger banks.
American AgCredit Even
More Disjointed
The other FCS merger effective
Jan. 1 was A mer ican AgCredit’s
acquisition of FCS of the Mountain
Plains. Several 2009 issues of Farm
Credit Watch (FCW) expressed concern about a very disjointed merger
of two FCS associations: Santa Rosa,
Calif.-based American AgCredit and
Wichita, Kan.-based Farm Credit of
the Heartland. The distance from
A mer ic a n A gCred it ’s headqua rters to the Heartland territory was
about 1,300 miles. Mountain Plains,
which served northern and western
Colorado and the northwest corner
of New Mexico, sits about halfway
between the other two American AgCredit territories, but with big gaps
in between—Utah to the west of the
Mountain Plains territory and eastern
Colorado and western Kansas to the
east of Mountain Plains.
Extraordinary Service for Extraordinary Members.
Although this merger moves American AgCredit from eighth to sixth
in size among the FCS associations,
with about $5.6 billion in assets as
of Sept. 30, 2011, the five larger associations have essentially contiguous
territories. For example, the largest
association, Louisville, Ky.-based FCS
of Mid-America, serves all of Indiana
and Tennessee and almost all of Ohio
and Kentucky. The second-largest association, Omaha, Neb.-based FCS of
America serves all of Iowa, Nebraska,
South Dakota, and Wyoming, but
nothing else. Only the fourth-largest
association, Farm Credit West, is
somewhat disjointed, serving two
different portions of California plus
southern Nevada.
The obvious question at this point:
How can a board of directors and
management team properly run an
agricultural lending business spread
across such widely divergent market
areas—portions of northern California, southern California, Nevada, the
mountain plains of western Colorado,
and western Kansas? More specifically, how much understanding or
knowledge can an American AgCredit
director farming in western Kansas
have about farming conditions in
Mesa County, Colorado, or about a
grape-growing and winery business
in Sonoma County, California? Such
geographical disparity and lack of territorial contiguousness is fraught with
danger, for both American AgCredit
and for the entire FCS should other
disjointed FCS associations emerge
through mergers and acquisitions.
It will be interesting to see if the
Farm Credit Administration (FCA),
the FCS’ regulator, permits this type
of territorial fragmentation to grow
within the FCS.
[email protected]. Please provide as much detail as possible about
any loan that violates the spirit, if not
the law, governing FCS lending.
Farm Credit Watch Free to
ABA Members
If your bank belongs to the American
Bankers Association (ABA), you can enjoy a free email subscription to FCW or
you can read it monthly online at www.
aba.com. To receive FCW by email
or to manage your subscription, visit
ABA Email Bulletins at www.aba.com/
members+only/bulletin.htm and check
or uncheck the appropriate boxes. For
other inquiries, please contact Barbara
McCoy at the ABA at 1-800-BANKERS
or [email protected]. Z
To contact Bert Ely, email [email protected];
fax (703) 836-1403; phone (703) 836-4101; or
mail PO Box 320700, Alexandria, Va. 22320.
The EFT You
can
TRUST
NetWorks is the Electronic Funds Transfer (EFT) service
provider that Nebraskans have used and learned to trust
like family for over 30 years. Our highly experienced staff is
extremely knowledgeable and resourceful when it comes to
assisting your institution. Give us a call to learn more about
our services, you’ll have the opportunity to talk to someone
who truly cares about and understands your EFT service needs.
25
www.netseft.com
Toll Free 800-735-6833
Local 402-434-8202
Report FCS Lending Abuses
March/April 2012
Bankers are continuing to send
FCW reports of FCS lending abuses
such as FCS loans for rural estates,
weekend getaways, and hunting preser ves. Email reports of similar
lending abuses in your market to
Extraordinary Service for Extraordinary Members.
ATM Sales & Service
Investment Services
Banker Education
Law Firms
NuSource Financial Inc. ............................................. Page 21
Graduate School of Banking at the
University of Wisconsin - Madison .............................Page 17
Bank Technology Solutions
DCI ................................................................................. Page 9
NetWorks ..................................................................... Page 25
Business Valuation
Acclaro Valuation Advisors .......................................... Page 8
Certified Public Accountants
BKD LLP ...................................................................... Page 16
McGladrey ................................................................... Page 19
Correspondent Banks
Nebraska Bankers’ Bank ............................................ Page 28
State Bank & Trust ........................................................ Page 8
United Bankers’ Bank ................................................... Page 2
eBusiness & Payment Solutions
Computer Services Inc. ...............................................Page 11
Government Lending
USDA Rural Development .......................................... Page 26
Insurance Providers
Blue Cross/Blue Shield of Nebraska ......................... Page 23
Interest Rate Risk Management
The Baker Group ........................................................... Page 6
26
www.nebankers.org
Securities America ...................................................... Page 27
Baird Holm LLP ........................................................... Page 13
Croker, Huck, Kasher, DeWitt, Anderson
& Gonderinger LLC ....................................................... Page 8
Husch Blackwell LLP .................................................... Page 3
Koley Jessen ................................................................. Page 5
Walentine, O’Toole, McQuillan & Gordon.................. Page 15
Woods & Aitken LLP ................................................... Page 19
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• Gain more of your customers’ assets by offering
new products
• Acquire new customers and cross-sell traditional
banking products
• Provide robust wealth management solutions
• Build high-end referrals to your bank
By partnering with JFC Financial Services and
Securities America, it’s easier than you think!
Jim Nagengast, President and CEO of Securities America,
and Jack Connealy, President of JFC Financial Services.
THE
POWER
PARTNERSHIP
OF
To remain competitive and meet the needs of increasingly
investment-savvy customers, Financial Institutions need to
examine the benefits of offering a wider variety of investing
options. Have you considered adding an investment
program? Or are you re-evaluating your current third party
manager relationship?
Then consider the partnership endorsed by the Nebraska
Bankers Association: JFC Financial Services and Securities
America!
With over 25 years of industry experience, advisor Jack
Connealy has developed a turn-key solution for Financial
Institutions to provide investment services. In fact, Jack was
previously named as a “Top 25 Rep” in Bank Investment
Consultant magazine because of his “ability to train and
coach licensed bankers in their branches and to cross-refer
business to other bank departments, including loans,
mortgage lending, and small-business banking.”
Securities America, one of the nation’s top independent
Broker/Dealers, has the tools to support your investment
program, including leading-edge technology, a large array of
investment and insurance products, business development
resources, marketing and communication tools and more!
Call JFC Financial Services TODAY at 800-262-9538
to learn how to incorporate a profitable investment program
in your bank!
inancial Services
Your Business Growth Expert
800-989-8441 • www.JoinSAI.com
Comprehensive Wealth Management
800-262-9538 • www.JoinJFC.com
Securities offered through Securities America, Inc., Member FINRA/SIPC and Advisory Services offered through Securities America Advisors, Inc., Jack Connealy, Representative.
JFC Financial Services and the Securities America companies are separate entities. Not FDIC Insured. No Bank Guarantees. May Lose Value. #238568_10/2010
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