Robert N. Flowers

Professionals > Robert N. Flowers

  • 5307 E. Mockingbird Lane Suite 950
  • Dallas, Texas 75206
  • Direct: (214) 926-7195
  • Fax: (512) 583-5940

Profile

Robert N. Flowers

Partner

Robert’s practice focuses on the corporate and regulatory representation of commercial banks, thrifts, holding companies, and other financial institutions.

Relevant Experience

  –  Banking

  • Experienced with matters related to the acquisition or sale of existing financial institutions (including shell charters), and the acquisition, sale, establishment and relocation of branch offices.
  • Advises clients on strategic planning designed to enhance or protect shareholder value, including Subchapter S restructuring, share repurchases/tender offers, holding company formations, anti-takeover strategic planning and corporate succession matters.
  • Advises clients on all aspects of obtaining new financial institution charters (national bank, state bank),including the regulatory application process, capital acquisition phase and early stage development, as well as continued representation following bank opening.

  –  Employee Benefits

  • Experienced in the design, implementation and administration of tax qualified and non-qualified retirement and compensation arrangements, including significant experience with arrangements subject to Code section 409A.
  • Advises clients on the design, implementation and administration of employee stock ownership plans and related transactions.
  • Advises financial institution clients on ERISA, tax and corporate law requirements concerning employee benefit and employee compensation matters.
  • Advises clients in the impact of M&A transactions on compensation matters, including non-compete and nonsolicitation provisions, golden parachute considerations and related employment matters.

  –  ESOP

  • Assist with ESOP transactions for public and private companies to infuse equity, manage corporate succession and restructure corporate groups; represented trustees and fiduciaries.
  • Prepare and design ESOP documents, including plan documents and trust documents.
  • Assist with ESOP related matters, including operation and administration matters ranging from distribution issues to Code section 409(p) analysis and resolution.

Practice Areas

  • Banking and Finance
  • Financial Institutions Corporate and Regulatory
  • Mergers and Acquisitions
  • Capital Markets and Securities

Education

  • JD, Southern Methodist University, cum laude, Order of the Coif, 2001
  • BS, Texas A&M University, 1992

Presentations & Publications

  • Presenter, CEO Affiliation Program, Charleston, SC, October 23-25, 2017
  • Presenter, CEO Affiliation Program, Naples, FL, October 16-17, 2017
  • Presenter, CEO Affiliation Program, Pebble Beach, CA, September 18-19, 2017
  • Presenter, CEO Affiliation Program, Colorado Springs, CO, September 11-12, 2017
  • Co-author, Compensation Strategies in Connection with Bank Sales, The Texas Independent Banker, May/June 2016
  • Co-author, Why Your Bank Needs a Capital Plan, Banking Exchange, April 25, 2016
  • Co-author, IT Agreements Are Not Just Forms, The Wyoming Banker, September 2015
  • Capital Planning, BankDirector Online, July 24, 2015
  • Debt as Capital: Congress Changes Small Bank Holding Company Policy Statement, December 2014
  • Should You Consider Removing Shareholder Preemptive Rights? October 2014
  • S Corporation ESOP Anti-Abuse Law, October 2012
  • Should Your Bank Consider Forming a Bank Holding Company? September 2012
  • Be Mindful of New Regulation Z Requirements During This Bonus Season, January 26, 2012
  • Co-author, Small Business Lending Fund Update, Colorado Banker, July/August 2011
  • Co-author, Small Business Lending Fund: Points for Subchapter S Corporations to Consider, ICBA’s SUBCHAPTER S: THE NEXT GENERATION Newsletter, July 2011
  • Co-author, Capital Treatment of Subordinated Debentures Issued by “Large” Subchapter S Corporations Under the SBLF, June 2011
  • Co-author, S Corporations Obtain Capital Relief Under SBLF, June 2011
  • Co-author, Treasury Inquiries Regarding Dividends and the Small Business Lending Fund, June 2011
  • Co-author, Treasury Releases Sub S Term Sheet for Small Business Lending Fund, May 2011
  • Co-author, Business Lending Fund Update, Wyoming Bankers, May 2011
  • Co-author, Small Business Lending Fund Update, April 2011
  • Co-author, Greater Accountability in the Small Business Lending Fund Act of 2011, April 2011
  • Author, Packaging Incentives, Regulation Station – Independent Banker (ICBA) March 2011
  • Author, Regulators Issue Interagency Guidelines on Sound Incentive Compensation Policies, The Arkansas Community Banker, Spring 2011
  • Co-author, Update: The Small Business Lending Program, The Arkansas Community Banker, Winter 2011
  • Co-author, Update: The Small Business Lending Program, December 2010
  • Co-author, The Small Business Lending Fund Act, September 2010
  • Author, Regulators Issue Interagency Guidance on Sound Incentive Compensation Policies, August 2010
  • Treasury Requires TARP Recipients to Adopt Excessive or Luxury Expenditures Policy, June 25, 2009
  • It’s Not Too Late for TARP – What To Do Now That The Capital Purchase Program Has Reopened? June 22, 2009
  • Author, It’s Not Too Late for TARP – What to do now that the Capital Purchase Program has Reopened, June 2009
  • Author, Private Label Paper and its Regulatory Backlash, Community Bankers Update, May 2009
  • The Impact of the Bailout Legislation on Bank Executive Compensation: CPP Participants, November 21, 2008
  • Author, Congress Enacts New Legislation Aecting Non-Qualified Deferred Compensation Plans and Arrangements,
  • Requiring Immediate Action, Missouri Independent Bankers Association Newsletter, December 2004
  • Author, S Corporation ESOP Anti-Abuse Rules and Impact of October 2003 Effective Date of Temporary
  • Regulations, Missouri Independent Bankers Association Newsletter, September 2004 Alerts
  • New Federal Regulations for All-Cash Purchases of High-End Real Estate, January 15, 2016
  • Treasury Requires TARP Recipients to Adopt Excessive or Luxury Expenditures Policy, June 25, 2009
  • It’s Not Too Late for TARP — What To Do Now That The Capital Purchase Program Has Reopened? June 22, 2009
  • The Impact of the Bailout Legislation on Bank Executive Compensation: CPP Participants, November 21, 2008

Bar Admissions

  • Texas