Let’s say your client is a bank based outside of Ohio, and suppose further your client wants to set up a banking business in Ohio.
Most of the time a merger transaction will result in a non-Ohio bank doing business in Ohio through an out-of-state franchise of course. But in light of changes to Ohio banking law that took effect on January 1, 2018, in an appropriate business situation, an Ohio bank might be a good way for a non-Ohio banking organization to do business in Ohio. Consider:
- The directors of the Ohio bank now have the protections of general corporate directors such as the business judgment rule and not the more limited protections previously afforded bank directors. (Ohio Revised Code §1105.11)
- Director requirements for an Ohio bank have been loosened. Now there is no requirement that Ohio bank directors live in Ohio in order to serve on the bank board. (Ohio Revised Code §1105.02)
- Directors, officers and employees of an Ohio bank are not individually liable for bank law violations unless the person knowingly violated the law. (Ohio Revised Code §1105.11)
- The new law modernizes communications requirements by providing that board meetings can be held through any communications equipment