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Shell and shelf companies may be used as vehicles for financial fraud.
Special Alert
SA-54-2009
April 24, 2009
TO: CHIEF EXECUTIVE OFFICER (also of interest to Loan Officers)
SUBJECT: Lending to Shell and Shelf Companies
Summary: Shell and shelf companies may be used as vehicles for financial fraud.
The Federal Deposit Insurance Corporation (FDIC) was recently alerted by the Better Business Bureaus of possible fraudulent or improper activity involving businesses advertising that they can assist borrowers, who may not otherwise be able to qualify for a loan, obtain an unsecured business line of credit. These businesses do this by selling a “shell” or “shelf company” to the potential borrower. The potential borrower is then able to substitute the creditworthiness and business history of the shell or shelf company for their own in an attempt to obtain credit. While financial institutions may use different underwriting based on their risk tolerance, in one example, potential borrowers were advised to request a line of credit below $150,000, suggesting that bank underwriting standards at this level are less stringent. These businesses promise that the borrower will not have to provide business or personal financial statements, income tax returns and personal guarantees, an d that the lending financial institution will not pull a personal credit report. These businesses promise positive results while typically charging large upfront fees.
The term “shell company” generally refers to a limited liability company and other business entity with no significant assets or ongoing business activities. The term “shelf company” refers to a shell company that is created and left with no activity—or put on the “shelf” to season. The shelf company can then be sold to someone wishing to start a company without going through steps to create a new one. Common reasons for purchasing a shelf corporation include:
Saving the time involved in the process to create a new corporation;
Creating an appearance of corporate longevity; and
Gaining easier access to investment capital and credit.
If a company is thought to be “seasoned” or have historical longevity, it may boost investor, lender and consumer confidence and give the appearance of an established history of creditworthiness.
Shell and shelf companies typically have no physical presence other than a mailing address, have no employees and produce little, if anything, with independent economic value. They can be created domestically or in a foreign country. Shell and shelf companies are often formed by individuals and businesses to conduct legitimate transactions. However, they can be and have been used as vehicles for common financial crime schemes such as money laundering, fraudulent loans and fraudulent purchasing. By virtue of the ease of formation and the absence of ownership disclosure requirements, shell and shelf companies are an attractive vehicle for those seeking to conduct illicit activity.
Providing financial services to shell and shelf companies involves varying degrees of risk, depending on the ownership structure, the nature of the customer, the services provided, the purpose of the account, the location of services, and other associated factors. The potential to abuse shell and shelf companies for illicit activity must be recognized, and financial institutions should be vigilant in monitoring such companies on an ongoing basis. Financial institutions should assess the risks involved in each shell or shelf company relationship and take steps to ensure that the risks are appropriately and effectively identified and managed.
Financial institution management should establish appropriate due diligence at account opening and during the life of the relationship to manage risk in these accounts. Longstanding regulatory lending guidance advocates that financial institutions request the identity of the shell or shelf corporation’s principal(s) and evaluate the appropriate factors of creditworthiness when extending credit. Important information for determining the valid use of these entities includes the type of business, the purpose of the account, the source of funds and the source of the wealth of the owner or beneficial owner.
Financial institutions should act promptly when they believe fraudulent or improper activities have occurred related to activities of a shell or shelf company. Appropriate actions may include, but are not limited to, filing a Suspicious Activity Report (SAR) in accordance with suspicious activity reporting regulations. The Financial Crimes Enforcement Network encourages using the narrative section of the SAR form to completely and sufficiently describe the suspicious conduct. The narrative should use the term “shell,” as appropriate.
For your reference, FDIC Special Alerts may be accessed from the FDIC’s website at www.fdic.gov/news/news/SpecialAlert/2009/index.html. To learn how to automatically receive FDIC Special Alerts through e-mail, please visit www.fdic.gov/about/subscriptions/index.html.
Sandra L. Thompson
Director
It’s Friday You Know What That Means, More Bank Closures
Metcalf Bank, Lee’s Summit, Missouri, Assumes All of the Deposits of American Sterling Bank, Sugar Creek, Missouri
FOR IMMEDIATE RELEASE April 17, 2009
Media Contact: LaJuan Williams-Dickerson (202) 898-3876 E-mail: lwilliams-dickerson@fdic.gov
American Sterling Bank, Sugar Creek, Missouri, was closed today by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Metcalf Bank, Lee’s Summit, Missouri, to assume all of the deposits of American Sterling Bank.
The Missouri offices of American Sterling will reopen on Saturday, and the offices in California and Arizona will reopen on Monday as branches of Metcalf Bank. Depositors of American Sterling Bank will automatically become depositors of Metcalf Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers of both banks should continue to use their existing branches until Metcalf Bank can fully integrate the deposit records of American Sterling Bank.
Over the weekend, depositors of American Sterling Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual.
As of March 20, 2009, American Sterling Bank had total assets of approximately $181 million and total deposits of $171.9 million. In addition to assuming the failed bank’s deposits, Metcalf also agreed to purchase approximately $173.6 million in assets. The FDIC will retain the remaining assets for later disposition.
The FDIC and Metcalf Bank entered into a loss-share transaction on approximately $100 million of American Sterling’s assets. Metcalf Bank will share with the FDIC in the losses on the assets covered under the agreement. The loss-sharing arrangement is projected to maximize returns on the assets covered by keeping them in the private sector. The agreement also is expected to minimize disruptions for loan customers.
Customers who have questions about today’s transaction can call the FDIC toll-free at 1-866-954-9528. The phone number will be operational this evening until 9:00 p.m., CDT; on Saturday from 9:00 a.m. to 6:00 p.m., CDT; on Sunday from noon to 6:00 p.m., CDT; and thereafter from 8:00 a.m. to 8:00 p.m., CDT. Interested parties can also visit the FDIC’s Web site at http://www.fdic.gov/bank/individual/failed/amsterling.html.
The FDIC estimates that the cost to the Deposit Insurance Fund will be $42 million. Metcalf Bank’s acquisition of all the deposits was the “least costly” resolution for the FDIC’s Deposit Insurance Fund compared to alternatives. American Sterling Bank is the twenty-fourth FDIC-insured institution to fail in the nation this year. The last FDIC-insured institution to be closed in Missouri was Hume Bank, Hume, on March 7, 2008. Source: FDIC
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Press Release
Nevada State Bank, Las Vegas, Nevada, Assumes All of the Deposits of Great Basin Bank of Nevada, Elko, Nevada
FOR IMMEDIATE RELEASE April 17, 2009
Media Contact: LaJuan Williams (202) 898-3876 E-mail: lwilliams-dickerson@fdic.gov
Great Basin Bank of Nevada, Elko, Nevada, was closed today by the Nevada Financial Institutions Division, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Nevada State Bank, Las Vegas, Nevada, to assume all of the deposits of Great Basin Bank of Nevada.
The five offices of Great Basin Bank of Nevada will reopen on Monday as branches of Nevada State Bank. Depositors of Great Basin Bank of Nevada will automatically become depositors of Nevada State Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers of both banks should continue to use their existing branches until Nevada State Bank can fully integrate the deposit records of Great Basin Bank of Nevada.
Over the weekend, depositors of Great Basin Bank of Nevada can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual.
As of December 31, 2008, Great Basin Bank of Nevada had total assets of $270.9 million and total deposits of $221.4 million. In addition to assuming all of the deposits of the failed bank, Nevada State Bank agreed to purchase approximately $252.3 million of assets. The FDIC will retain the remaining assets for later disposition.
The FDIC and Nevada State Bank entered into a loss-share transaction on approximately $143.4 million of Great Basin Bank’s assets. Nevada State Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-sharing arrangement is projected to maximize returns on the assets covered by keeping them in the private sector. The agreement also is expected to minimize disruptions for loan customers.
Customers who have questions about today’s transaction can call the FDIC toll-free at 1-866-782-1969. The phone number will be operational this evening until 9:00 p.m., PDT; on Saturday from 9:00 a.m. to 6:00 p.m., PDT; on Sunday from noon to 6:00 p.m., PDT; and thereafter from 8:00 a.m. to 8:00 p.m., PDT. Interested parties can also visit the FDIC’s Web site at http://www.fdic.gov/bank/individual/failed/greatbasin.html.
The FDIC estimates that the cost to the Deposit Insurance Fund will be $42 million. Nevada State Bank’s acquisition of all the deposits was the “least costly” resolution for the FDIC’s Deposit Insurance Fund compared to alternatives. Great Basin Bank of Nevada is the twenty-fifth FDIC-insured institution to fail in the nation this year, and the second in Nevada. The last FDIC-insured institution to be closed in the state was Security Savings Bank, Henderson, on February 27, 2009. Source FDIC
Sellers: Your agent should be willing to do open houses, print advertising, internet advertising and should already have a list of buyers to show the property to. This agent should have good communication skills and be honest enough to tell you things you might not want to hear. They should be very critical of your house, your asking price and your motivation to sell. Before you choose your agent, you should interview 3 to 5 agents based on referrals, searching on the internet or by going to open houses. Do not pick them by walking into an office. After all, just because they are in an office does not mean they are currently active in Real Estate. Personally, I know several agents that go to the office everyday but do not do any business. Now, let’s break down the qualifications to sell a home. How are the agents phone&communication skills, for example: did they answer their phone when you called or return your call promptly and did they show up for your interview or appointment on time? Printed advertising is best for open houses and can be valuable in our tourist areas. Internet advertising is critical. There is no excuse for not having a presence on the internet. Find out if they are on Trulia.com. If they are, you can actually lookup their profile and check out their answers to the consumers questions on their blog. Although this is not necessary, it does help you find out about the type of agent and person they are according to their answers and to what you are looking for. If they do not have their own website or buyers have to fill out a form to view listings on their website…do not use them. Let me explain: When they enter the data on your home into the MLS, it is syndicated to other websites, but that really is not enough. They should have it syndicated through their own website and also update the information on Craig’s list, Kijiji and a number of other websites available to them. A lot of people may not pay much attention to the list of buyers, but this could be the most valuable asset a listing agent could have. When they show one of their houses or have an open house, they have the opportunity to get information on the buyers criteria for the home they are looking for, such as price range, number of bedrooms, location etc. Than when your home is listed, your agent can go through the list of buyers and see if it matches any of their criteria.
How do they do an open house? If they pay for a $30 ad in the local paper and throw a sign out-do not use them regardless of how many open houses they are willing to do.Now, let me explain how I do my open houses. I hold an open house once a month and I spend a lot of time and money on them because they are important. I pay for the advertising in the newspaper with the map if possible. I hand out flyers to all the neighbors, I put signs on the major intersections leading to the home in advance to let the public know the date, address and times I will be holding the open house. I send post cards to neighboring communities with the same information. If the seller agrees, my wife&I supply & prepare food and beverages. On the day of the open house I handout flyers to the gas stations in the area and make sure there are enough signs out, so that from any direction they may be driving they are visible to any potential buyers. Before I became a mortgage broker, I made sure I invited one to the open house or had one available by phone to qualify the potential buyer in case they wanted to write an offer on the spot. (Speaking of offers, when interviewing your potential agent, ask to see a sales contract, if they have one this is a good sign, they are prepared as I always am)
Ask all the agents you are interviewing to bring a CMA (Comparative Market Analysis) along with them, however, do not tell them how much you hope to get for your home. When you are looking over the CMA, ask questions and ask them to explain the values. Again, do not tell them, at any point how much you want to sell your home for and do not choose your potential agent because they said your home was worth more than the other agents. Look over all the information and pick the CMA that is MOST ACCURATE, NOT THE BEST. If the most accurate CMA is lower than you want to sell your home, than do not waste yours and your agents time, just let them know you are not interested in selling. On the flip side of that, if you list with the agent that has the highest (but inaccurate) CMA, than you are setting yourself up for disappointment if your home does not sell within the time amount you allotted and you will have to drop the price at that time. Please keep in mind that with the way todays market conditions are, you will be chasing the market by lowering your price every 3months.
During the interview process of choosing your agent, ask them what they suggest to “prep” your home, that way when you do choose your agent, you will already have some input from more than one agent and even though you are not using all of the agents you can still use their ideas. Also during the interview, ask them what their marketing plan is and what will change, if the home does not sell in 30, 60 or 90 days.
And here is my last tip. Buy a new toilet seat! Cheap, but well worth it!
David Chamberlain
http://www.greatbeachagent.com/
http://www.floridadreamloans.com/
Flat fee Vs Traditional
Flat fee Vs Traditional
Why don’t agents show flat fee listings? Agents do show flat fee listings not all, but most. I try to avoid it if possible. A lot of people seem to say “but it is in the best interest of the buyer to show all homes”. No it is not, it is in the best interest of the buyer for me to find the buyer a home they like and can afford that we can close on.If we don’t close it was a waste of time for the both of us.
Example discount broker 1: I am showing a multi unit property to a buyer. The listing agent shows up 45 min late in a tank top with no bra on eating fried chicken as we walk the property. She hadn’t called any of the tenants to ask for access to there units. Buyer decided not to make an offer
Example discount broker 2: I found the home in the MLS called the company to show it. They said thats fine it is vacant on lockbox. We went to the home to find a moving truck in the driveway, they had closed two days before. I had tried to show a few of this companies properties this was the first time someone actually resonded to me.
Example discount broker 3: I was looking for a unit in a particular complex and found one on another agents website. I had showed a couple of the agents other listings. This one was a flat fee that didn’t include the mls. The agent told me that there was no compensation avalable to other agents. I let the buyer know they decided not to look at the property because the wanted me to be on their side of the transaction. They bought the next unit they looked at!
It is my opinion that it is great that buyers and sellers have many means available to them but I don’t think that you can compare flat fee vs traditional they are two totaly different business models. Its like Mcdonalds or Outback, a lot of people like Mcdonalds but that doesn’t mean it is good for you. Its your choice beef flavored meat or steak.
David Chamberlain Realtor/Mortgage Broker
http://www.greatbeachagent.com
http://www.floridadreamloans.com
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