H.R. 2682 seeks to harmonize a recent joint-rulemaking by certain bank and financial regulators, which would have subjected certain OTC end-user transactions with banks or other financial institutions to margin requirements, with a conflicting proposed rulemaking from the CFTC expressly not imposing similar requirements on registered swap entities, including banks and other financial institutions. The proposed legislation resolves the conflict by applying the exemption across the board to all OTC end-user transactions with registered swap entities, bank or non-bank.

Under the proposed legislation, a derivative transaction involving an end-user may be exempt from margin requirements if it satisfies the requirements under Dodd-Frank for the end-user clearing exemption. The clearing exemption is available to any end-user that (i) is not a “financial entity” and (ii) is using swaps to “hedge or mitigate commercial risks.”

The term “financial entity” is defined under the Dodd-Frank Act to include certain registered swap entities, banks, commodity pools, and private funds. The precise contours of who is a financial entity depends upon the yet-to-be finalized rules containing the definitions for the terms “swap dealer,” “major swap participant,” “security-based swap dealer” and “major security-based swap participant.”

The determination as to when a swap is being used to hedge or mitigate commercial risk is also addressed in other proposed rules. Generally, a swap is deemed to be used to hedge or mitigate commercial risk when the swap is not in the nature of speculation, investing or trading, and either (i) qualifies as bona fide hedging for purposes of the Commodity Exchange Act’s position limits exemption, (ii) qualifies for hedging treatment for certain accounting purposes or (iii) is an economically appropriate swap used to hedge risks arising from potential changes in the value of assets, liabilities, services, inputs, products, commodities or interest/currency/exchange rates. 

In sum, H.R. 2682 would clarify that all non-cleared OTC end-user transactions used to hedge or mitigate commercial risk are exempt from margin requirements.

While H.R. 2682 is limited to the application of the margin requirements to commercial end-users, it signals a renewed congressional direction to clarify, and arguably limit, the impact of the Dodd-Frank Act on OTC end-user transactions. This direction may be instructive to the various regulators in resolving other open issues of concern to end-users.

For any questions regarding H.R. 2682, the end-user clearing exemption, or other issues related to OTC derivatives and the Dodd-Frank Act, please contact Brian Harms or John Leonti.

For more information, review the full text of H.R. 2682 or the Proposed Rule regarding the end-user clearing exemption.

While the basic framework of many swaps regulations is established under Title VII of  Dodd-Frank, many of the details are left up to a rulemaking process that is behind schedule.

The temporary relief applies to those provisions of the Commodity Exchange Act (CEA) that were either added or amended by Dodd-Frank and reference a swap entity, swap instrument or other term to be “further defined” under Dodd-Frank, such as “swap,” “swap dealer,” “major swap participant” or “eligible contract participant.” Although notices of proposed rulemakings have been issued regarding these terms, the final rulemakings were not in place as of July 16, 2011.

Additionally, temporary relief has been granted to those provisions of the CEA that are scheduled to apply to certain transactions in exempt or excluded commodities on July 16. Prior to Dodd-Frank’s repeal of certain provisions, transactions in various commodities were exempt or excluded under the CEA.

Generally, these commodities include financial, energy and metals commodities. The exemption is based on the CFTC’s existing “Part 35” exemption for swap agreements, but will be available for certain transactions that may not otherwise qualify under those rules (e.g., cleared swaps).

It should be noted that the order does not provide a blanket temporary relief. For example, it does not limit the application of the CEA anti-fraud or anti-manipulation rules for swaps, nor does it apply to any provision of Dodd-Frank or CEA that became effective prior to July 16 (e.g., certain swap record-keeping requirements).

The temporary relief became effective as of July 16 and continues until the earlier of the effective day of final rules or December 31, 2011.

Issued concurrently with the order for temporary relief, the CFTC Division of Clearing and Intermediary Oversight and Market Oversight issued a joint staff, no-action letter regarding certain Dodd-Frank amendments to the CEA. The no-action letter covers certain Dodd-Frank provisions that may not have been covered by the final order for temporary relief due to the CFTC’s limited exemptive authority.

Specifically, the no-action letter addressed concerns related to the segregation requirements for uncleared swaps, registration obligations for derivatives clearing organizations and certain chief compliance officer requirements for swap dealers and major swap participants.

Similar to the temporary relief, the no-action relief continues until the earlier of the effective day of final rules or December 31, 2011.

For any questions regarding the temporary exemptive relief, the no-action letter or other issues related to OTC derivatives and the Dodd-Frank Act, please contact Brian Harms or John Leonti.

For more information, review the CFTC final order or the staff no-action letter.

Some community banks will likely be exempt from the upcoming incentive compensation rules. Section 956 of the Dodd-Frank Act does not apply to financial institutions with less than $1 billion in assets. However, even if the federal banking agencies do not impose additional incentive compensation regulations on community banks, the rulemaking process may provide valuable insights regarding how banking regulators may view and address incentive compensation issues during examinations of all banks.

The incentive compensation reporting system and prohibitions are the next steps in the federal banking agencies’ recent focus on compensation at financial institutions. We anticipate that the impending incentive compensation rules will be consistent with the guidance provided by the federal banking agencies on sound incentive compensation policies, which was jointly issued in June, 2010. For a summary of the June 2010 guidance please see our Advisory found here. We expect the federal banking agencies to jointly release these proposed rules in the next few weeks. Section 956 of the Dodd-Frank Act requires these rules be effective by April 21, 2011.

The Security and Exchange Act of 1934 criminalizes “willful” violations of its provisions and certain SEC rules or regulations.  While in some other contexts the term “willful” signals a requirement that the defendant “knowingly” violated federal law, several U.S. Courts of Appeal, including the Second and Ninth Circuits, have held that the government need only show that the defendant “intended to commit an act prohibited under the statute.”  The Second Circuit reiterated this position as recently as July 1, 2010, when it upheld the trial court’s jury instruction defining the term “willful” under the Act with reference only to the defendant’s “intent to cause a deception, a falsification,” rather than requiring any knowledge of illegality.  United States v. Kaiser, 609 F.3d 556, 567-68 (2nd Cir. 2010) (reversing conviction on other grounds).  The Court reached this interpretation due in large part to the Act’s “unique statutory language,” which criminalizes willful violations, but shields defendants who violate a rule or regulation without knowledge of its existence from imprisonment.  The Second Circuit had previously suggested that this safe harbor provision would be meaningless if the threshold for criminal liability in the first place was knowledge of illegality.  United States v. Dixon, 536 F.2d 1388, 1396 (2nd. Cir. 1976).  In other words, a person can “willfully” violate an SEC rule even if he does not know of the existence of the rule. 

While Courts in other jurisdictions have yet to definitively interpret the “willful” requirement of the Act’s penalty provision, a number of decisions indicate that judges within those circuits may likely lean in the Second Circuit’s direction.  The Fourth Circuit, for example, upheld a securities fraud conviction focused on the defendant’s intent to manipulate and deceive, making no indication that it required a knowing violation of the Act.  See Bryan v. United States, 58 F.3d 933 (4th Cir. 1995).  In United States. v. Johnson, 553 F. Supp. 2d 582 (E.D. Va. 2008), the District Court likewise focused on the defendant’s act of designing a scheme to defraud investors with no reference to his knowledge of securities laws.

With prior cases from Courts like the Fourth Circuit focusing on the defendant’s intent to commit wrongful acts, and the Second Circuit’s interpretation of the Securities and Exchange Act’s penalty provision, companies and individuals would do well to err on the side of caution and treat the Second Circuit’s view of the Act as prevailing law in any circuit that has not explicitly held otherwise.  Despite the “willful” requirement under the Act, if an incident occurs that could give rise to an enforcement action, asserting lack of knowledge of securities laws and regulations is unlikely to make the government go away.  Given the recent tenacity with which the Commission has pursued such actions, and its new ability to effectively provide bounties for a whistleblower’s information on criminal violations, companies’ and individuals’ potential exposure in this context will likely only increase in the future.

The bounty program was authorized in a little-noticed provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, passed by Congress and signed into law by President Obama in July. Unlike much of the Dodd-Frank Act, this provision affects all companies subject to federal securities laws, not just companies in the financial services industry.

Section 922 of the Dodd-Frank Act added a new section 21F to the Securities Exchange Act of 1934 which provides that the SEC must pay rewards to whistleblowers who provide original information about violations of the federal securities laws that leads to successful enforcement actions resulting in more than $1 million in penalties. Awards, ranging between 10 and 30 percent of collected penalties, are to be paid from an Investor Protection Fund for which almost $452 million has already been budgeted. The Dodd-Frank Act also prohibits retaliation against informants in the SEC program and provides for redress in the federal courts. On November 3,  the SEC approved a 181-page Notice describing, and seeking public comment until December 17 on,  the agency’s proposed rules for implementing the whistleblower program authorized by the legislation.  See www.sec.gov/news/press/2010/2010-213.htm.  Under the Dodd-Frank Act, the SEC has until April 17, 2011, to adopt final rules.

Implications

All publicly-held companies now face new risks that their employees will bypass their companies’ own internal compliance programs and go directly to the SEC in hope of winning huge Dodd-Frank awards (or, in some cases, seeking protection under Dodd-Frank’s anti-retaliation provisions from discharge for their own work-related problems). The result could well diminish the effectiveness of the internal programs and leave companies facing the burden of defending against claims – many of which may be spurious – taken to the SEC that become the basis of investigations by the agency. The risks are exacerbated by the fact that members of the plaintiffs’ bar already have launched aggressive marketing campaigns seeking to represent whistleblowers in their efforts to win awards from the SEC. See, for example, www.secsnitch.com. “The reality is that we’ve now set up a competing mechanism with an incentive structure that no honest and diligent board can compete with. Congress is potentially gutting the ability of every honest director in America to do his or her job,” Stanford Law Professor and former SEC Commissioner Joseph Grundfest told attendees at an American Bar Association meeting in August. “The SEC has long advocated for corporate compliance programs, but this whistleblower-bounty program would essentially eviscerate them,” U.S. Chamber of Commerce spokesman David Hirschmann commented after the SEC issued its proposed rules.

What should you do now?

The SEC’s rulemaking process provides an opportunity for publicly-held companies, their trade associations and others to try to convince the SEC to adopt rules that will minimize the negative corporate governance implications of the new whistleblower program. We urge you to consider submitting comments to the SEC before the December 17 deadline. A large volume of thoughtful comments raising concerns could well have a positive impact on the SEC.     

In the meantime, we believe companies would be well-advised to expect the worst and to begin an assessment of their internal compliance programs in light of current best practices, as well as the evolution of those best practices likely to result in the near future from the Dodd-Frank provision. The internal “ethics hot line” processes for seeking and responding to employee concerns that have appeared to be sufficient in the past may no longer be adequate. Serious consideration should be given to enhancements that will encourage employees in more meaningful ways to use internal options for reporting their concerns about compliance with securities laws, as well as other laws applicable to their employers’ operations. Given the significance of the issues raised by the government’s new Dodd-Frank whistleblower program, senior management, as well as boards of directors, should be involved as reassessments are conducted.

We can help.

Troutman Sanders has assembled a team of lawyers, from a variety of disciplines and with extensive experience advising corporate clients in the establishment and administration of compliance programs, to provide assistance in responding to the new challenges presented by the Dodd-Frank whistleblower provision. In the near term, if you are interested in filing comments on the SEC’s proposed rules, we can assist you in preparing them. For the longer term, we can bring our experience and unique outside perspective to bear in working with you on an assessment of your current compliance activities and of changes to them that might now be advisable. 

CONTACT

Kevin C. Fitzgerald
202.274.2955

Terry Bridges
404.885.3163

Aurora Cassirer
212.704.6249

Brinkley Dickerson
404.885.3822

Richard Gerakitis
404.885.3328

Jeffrey Jakubiak
202.274.2892

Bryan Lavine
404.885.3170

Jacob A. Lutz
804.697.1490

DeWitt R. Rogers
404.885.3412

John S. West
804.697.1269

• Panalpina World Transport (Holding) Ltd.;
• SNEPCO;
• Transocean Inc;
• Tidewater Marine International Inc;
• Pride International Inc. and Pride Forasol S.A.A;
• Global SantaFe Corp.; and,
• Noble Corporation

These separate cases arose from transactions in which DOJ alleged that the companies engaged in bribing numerous foreign officials in an effort to circumvent local rules and regulations relating to the import of goods and materials in foreign jurisdictions.  The companies agreed to pay a total of $156,565,000 in criminal penalties.  Also, the SEC announced its settlements with these companies, which involve civil disgorgement, interest and penalties totaling approximately $80 million. The matters stem from an investigation that focused on allegations of foreign bribery in the oil field services industry.

Additional details on each investigation, including the Criminal Information filings, Plea Agreements, Deferred Prosecution Agreements, and other court documents are located at:  http://www.justice.gov/opa/opa_documents.htm. 

More importantly for U.S. businesses engaged in international transactions or with foreign subsidiaries, each of the Deferred Prosecution Agreements included an attachment entitled “Corporate Compliance Program.”  Each company had to agree to continue to conduct, in a manner consistent with all obligations under the Agreements, appropriate reviews of its existing controls, policies and procedures.  The Corporate Compliance Program attachment would appear to set forth DOJ’s current FCPA “best practices” guidelines and can provide valuable guidance for any company in assessing their current FCPA policies and procedures.

In the Corporate Compliance Program attachment DOJ indicates that, at a minimum, companies should include the following elements as part of it controls and procedures:

• Promulgation of clearly articulated and visible policies against violations of the FCPA.
• Strong, explicit and visible senior corporate support of such policies.
• Implementation of compliance standards and procedures designed to reduce the prospect of FCPA violations, including polices governing:
  • Gifts;
  • Hospitality, entertainment, and expenses;
  • Customer travel;
  • Political contributions;
  • Charitable donations and sponsorships;
  • Facilitation payments;
  • Solicitation and extortion.
• The assignment of responsibility for the implementation and oversight of such policies, standards and procedures to “one or more senior corporate executives.”
• Annual review and appropriate updates to the program.
• Ensure a system of financial and accounting procedures to maintain accurate books and records.
• Effective internal communication and reporting mechanisms, as well as instituting appropriate disciplinary procedures.

In addition, to the extent that agents and business partners are involved, DOJ expects companies to “institute appropriate due diligence and compliance requirements pertaining to the retention and oversight of all agents and business partners.” These include “properly documented risk-based due diligence pertaining to the hiring and appropriate and regular oversight of agents and business partners,” and informing agents and business partners of the company’s commitment to abide by the prohibitions against foreign bribery, and of the company’s ethics and compliance standards.

For further information regarding the FCPA or other anticorruption matters please contact any of the Troutman Sanders LLP attorneys listed on this advisory.

On October 6, 2010, the FDIC proposed 12 C.F.R. section 380 (the “Proposed Rule”) which addresses four different provisions of the OLA: (1) treatment of claims of similarly situated creditors; (2) continuation of certain personal services agreements; (3) provability of certain contingent claims; and (4) liquidation of insurance companies and their subsidiaries.  On October 19, 2010, the FDIC published notice of the Proposed Rule containing the text of the Proposed Rule and supplementary information (Supplementary Information”) and seeking public comment (“Request for Comment”) concerning the Proposed Rule and OLA generally for purposes of future rulemaking.  The comment period on the Proposed Rule ends on November 18, 2010 while the comment period on the more general questions posed by the FDIC ends on January 17, 2011.

Treatment of Similarly Situated Creditors’ Claims

Section 210(b)(4) of the Act permits the FDIC to pay certain creditors of a receivership more than other similarly situated creditors if necessary to (1) maximize the value of the assets; (2) initiate and continue operations essential to implementation of the receivership and any bridge financial company to which assets may be transferred for future sale or disposition by the receiver; (3) maximize the present value of return from the sale or other disposition of the assets, or (4) minimize the amount of any loss on sale or other disposition.  Section 380.2 of the Proposed Rule would define certain categories of creditors who never satisfy these requirements.  These include (1) holders of “long-term senior debt”; (2) holders of subordinated debt; (3) shareholders and other equity holders; and (4) other holders of general or senior unsecured claims (unless the Board of Directors of the FDIC specifically determines that additional payment or credits are necessary and meet the requirements of the Act).  The Proposed Rule defines “long-term senior debt” as “senior debt issued by a covered financial company to bondholders or other creditors that has a term of more than 360 days.” The term excludes partially funded, revolving or other open lines of credit that are necessary to continuing operations essential to the receivership or any bridge financial company and contracts to extend credit enforced by the receiver under the Act.
 
The Supplementary Information states that extraordinary payments made under such authority are subject to clawback by the FDIC in the event the proceeds from the sale of the assets of the covered financial company are insufficient to repay any monies drawn by the FDIC from the United States Treasury during the liquidation, thereby assuring creditors of the covered financial company will be assessed before the financial industry as a whole will be under provisions of the Act.  Importantly, the Supplementary Information also provides that such payments must be considered in light of the Act’s required report to Congress, not later than 60 days after appointment of the FDIC as receiver for a covered financial company specifying the identity of any claimant treated in a manner different from other similarly situated claimants, the amount of any payments and the reason for such action.  It suggests that this information will allow other creditors to file a claim asserting challenges to such payment.

Personal Service Agreements

Section 380.3 defines “personal service agreement” as a written agreement between an employee and a covered financial company, covered subsidiary or a bridge financial company setting forth the terms of employment, including a collective bargaining agreement.  Before repudiation of such an agreement, the FDIC as receiver may utilize the services of employees who have a personal service agreement and any payments would be treated as an administrative expense of the receiver.  Any party that acquires a covered financial company or any operational unit, subsidiary or assets thereof from the FDIC as receiver or from any bridge financial company will not be bound by a personal service agreement unless the acquiring party expressly assumes the personal service agreement. The provision for payment of employees would not apply to senior management participating in major policy making functions of the covered financial company. The Proposed Rule defines the term “senior executive” as a person who has authority to participate (other than in the capacity as a director) in major policymaking functions including certain high ranking officers enumerated therein unless the person is excluded by resolution of the board of directors, bylaws, operating agreement or partnership agreement of the company from participation (other than as a director) in major policy making functions of such company.  The acceptance of services subject to a personal service agreement by the FDIC or any bridge financial company would not limit or impair the ability of the receiver to later disaffirm such agreement nor to recover compensation from any senior executive or director of a failed financial company.

Contingent Claims

The Act has provisions concerning allowance of contingent claims.  For clarification, section 380.4 of the Proposed Rule provides that claims based on contingent obligations of the covered financial company consisting of a guarantee, letter of credit, loan commitment, or similar credit obligation, may be provable against the FDIC if such contingent obligation becomes due and payable upon the occurrence of a specified future event (other than the mere passage of time) which event (1) is not under the control of either the covered financial company or the party to whom the obligation is owed and (2) has not occurred as of the date of the appointment of the FDIC as receiver.  If the receiver repudiates a guarantee, letter of credit, loan commitment, or similar credit obligation that is contingent as of the date of the receiver’s appointment, the actual direct compensatory damages for repudiation would be no less than the estimated value of the claim as of the date that the FDIC was appointed receiver of the covered financial company based upon the likelihood that such contingent claim would become fixed and the probable magnitude of such claim. There is no standard set for determining the likelihood that a contingent claim will become fixed or the probable magnitude of the claim.

Liquidation of Covered Financial Companies that are Insurance Company Subsidiaries; Lien Limitation

Proposed Rule section 380.5 provides that the FDIC shall distribute the value realized from the liquidation, transfer, sale or other disposition of the direct or indirect subsidiaries of an insurance company, that are not themselves insurance companies, solely in accordance with the order of priority in section 210(b)(1) of the Act.  Although the Proposed Rule does not so state, it appears to be predicated on the assumption that not only is the subsidiary not an insurance company but also that the subsidiary is a covered financial company subject to section 210(b)(1).  The Supplementary Information indicates that the purpose of section 380.5 of the Proposed Rule is to clarify that such value will be available to the policyholders of the parent insurance company to the extent required by the applicable State laws and regulations.  However, under Section 210(b)(1) obligations to shareholders have the lowest priority.  Therefore, the language of section 380.5 of the Proposed Rule appears to be inconsistent with the purpose stated in the Supplementary Information.

Section 380.6 limits liens by the FDIC on assets of covered financial companies that are insurance companies or covered subsidiaries of insurance companies.

The foregoing is only a summary of certain of the many significant issues affecting financial institutions.  If you have any questions about the foregoing or about other financial institution issues, please direct them to your regular contact at Troutman Sanders LLP or to any of the persons listed in the sidebar to this release.

CONTACT

Hollace T. Cohen
Deputy Practice Group Leader (Bankruptcy)
212.704.6067

Jake Lutz
Practice Group Leader
(Financial Institutions)
804.697.1490

Section 922 of the Dodd-Frank Act establishes a new whistleblower program (the Program) for individuals that provide information to the Securities and Exchange Commission (the SEC) about securities law violations.  If a whistleblower provides original information(1) to the SEC and this information leads to a successful SEC enforcement proceeding, the Program may award to the individual providing the information between 10 percent and 30 percent of any sanction imposed over $1 million.  The Program also protects whistleblowers against retaliation by an employer because of providing information to the SEC under the Program, participating in any investigation or enforcement activity initiated by the SEC based upon the information provided, or making public disclosures that are otherwise provided by federal securities laws. 

Although the SEC must issue final regulations by April 17, 2011 to fully implement certain aspects of the Program, the whistleblower protections against retaliation, the accompanying private right of action and eligibility for whistleblower awards began immediately upon enactment of the Dodd-Frank Act.  As compared to the whistleblower provisions of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley), the Program provides greater remedies and longer filing periods than Sarbanes-Oxley, without requiring (as Sarbanes-Oxley does) that the whistleblower exhaust available administrative remedies with the Department of Labor before filing an action in federal district court to enforce the Program’s anti-retaliation protections.

Section 922 of the Dodd-Frank Act also amends the whistleblower provisions of Sarbanes-Oxley to extend the time in which whistleblowers must file claims with the Department of Labor to 180 days, and to begin this time at the later of the date on which the violation occurs or the date on which the whistleblower became aware of the securities law violation.  Also as a result of the Dodd-Frank Act, whistleblowers claiming protection under Sarbanes-Oxley are now entitled to a jury trial and companies cannot avoid litigation of Sarbanes-Oxley retaliation claims through arbitration agreements or settlement and release agreements to be signed by the whistleblower that waive anti-retaliation rights provided by Sarbanes-Oxley.

Employees of companies that provide consumer financial products or services will receive additional whistleblower protections, commencing when the Consumer Financial Protection Bureau (CFPB) receives its authority over federal consumer financial laws on July 21, 2011.  Section 1057 of the Dodd-Frank Act protects these employees from retaliation because of providing information to the CFPB or other government agency about violations of the Dodd-Frank Act’s consumer protection provisions or other law or regulation enforced by the CFPB, testifying in a proceeding or filing an action under any federal consumer financial law, or refusing to participate in an activity the employee reasonably believes violates any law subject to the CFPB’s jurisdiction.  Similar to the revised Sarbanes-Oxley provisions, companies generally cannot avoid litigation of Section 1057 retaliation claims by using pre-dispute arbitration agreements or settlement and release agreements signed by the whistleblower that waive anti-retaliation rights provided by Section 1057.

In light of these significant increases in whistleblower protections and reporting incentives, publicly-traded companies and companies that provide consumer financial products and services should: (1) ensure that proper reporting mechanisms and anti-retaliation policies are implemented, (2) consider strategies to encourage internal reporting of concerns regarding compliance with securities and consumer financial protection laws, (3) review and revise management and board of directors training programs to include information on recognizing corporate whistleblower complaints, and (4) implement policies for processing and responding to any such complaints received by company management or the board.

The foregoing is only a summary of certain of the many significant issues affecting financial institutions.  If you have any questions about the foregoing or about other financial institution issues, please direct them to your regular contact at Troutman Sanders LLP or to any of the persons listed in the sidebar to this release.

Today, Attorneys General have joined together in one of the largest multi-state investigations in recent history, combining not only Attorneys General of 50 states but also the concomitant offices of state banking and financial regulators.  This is one of the largest and most divergent investigations in recent history.  Moreover, this investigation is novel because it is one of the few where Attorneys General are aligning their efforts with their respective relevant state regulatory agencies. 

As indicated in the email alert of October 13, 2010 these Attorneys General will also be attempting to work with federal enforcement authorities, as authorized under the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The press release circulated by the National Association of Attorneys General, whose effort is being spearheaded by Attorney General Tom Miller of Iowa, makes it apparent that the Attorneys General are analyzing the application of their respective state consumer fraud laws to various mortgage loan servicers.

If you have any questions or would like additional information, please contact Ashley L. Taylor, Jr. at ashley.taylor@troutmansanders.com or 804.697.1286.