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SEC Company Response from TEB Bancorp, Inc. (TBBA) (CIK 0001751700) — Feb 18, 2020

TEB Bancorp, Inc. (TBBA) (CIK 0001751700)
Date: Feb. 18, 2020 · CIK: 0001751700 · Accession: 0000943374-20-000126

AI Filing Summary & Sentiment

File numbers found in text: 000-56049

Referenced dates: February 7, 2020

Date
February 18, 2020
Author
/s/ Ned Quint
Form
CORRESP
Company
TEB Bancorp, Inc. (TBBA) (CIK 0001751700)

Letter

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 Wisconsin Avenue, NW, Suite 780

Washington, D.C. 20015

—————

Telephone (202) 274-2000

Facsimile (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER

WRITER’S EMAIL

(202) 274-2007

nquint@luselaw.com

February 18, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, N.E.

Washington, D.C. 20549-4720

Re:

TEB Bancorp, Inc.

Form 10-K for Fiscal Year Ended June 30, 2019

Filed September 30, 2019

File No. 000-56049

Ladies and Gentlemen:

On behalf of TEB Bancorp, Inc. (the “Company”), set forth below is the comment from the Staff’s comment letter dated February 7, 2020 regarding the above-referenced Annual Report on Form 10-K, as well as the Company’s response to the comment.

Item 15. Exhibits and Financial Statement Schedules

4.2 Description of Registrant's Securities, page 54

1.

We note that your forum selection provision in your articles of incorporation identifies a state or federal court in the state of Maryland as the exclusive forum for certain litigation, including any “derivative action.” Please revise future filings to disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision.

LUSE GORMAN, PC

ATTORNEYS AT LAW

Securities and Exchange Commission

February 18, 2020

Page 2

The Company will re-file Exhibit 4.2 (Description of Registrant’s Securities) in a future Annual Report on Form 10-K to revise the existing disclosure under the section entitled “Maryland Law and Articles of Incorporation and Bylaws of TEB Bancorp, Inc.—Forum Selection for Certain Stockholder Lawsuits,” as follows:

Forum Selection for Certain Stockholder Lawsuits

TEB Bancorp, Inc.’s articles of incorporation provide that, unless TEB Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of TEB Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of TEB Bancorp, Inc. to TEB Bancorp, Inc. or TEB Bancorp, Inc.’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of TEB Bancorp, Inc. shall be deemed to have notice of and consented to the exclusive forum provisions of the articles of incorporation. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors and officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.

Because this provision permits claims to be brought in federal courts located in the state of Maryland, this provision would apply to a claim made under the U.S. federal securities laws where there is exclusive federal jurisdiction for such a claim. However, a court may find the choice of forum provision contained in our articles of incorporation to be inapplicable or unenforceable in an action. As a result, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

* * * * *

LUSE GORMAN, PC

ATTORNEYS AT LAW

Securities and Exchange Commission

February 18, 2020

Page 3

We trust the foregoing is responsive to the Staff’s comment. Please advise the undersigned at (202) 274-2007 if there are any further comments or questions.

Respectfully,
/s/ Ned Quint

Show Raw Text
CORRESP
1
filename1.htm

    LUSE GORMAN, PC

    ATTORNEYS AT LAW

    5335 Wisconsin Avenue, NW, Suite 780

    Washington, D.C.  20015

    —————

    Telephone (202) 274-2000

    Facsimile (202) 362-2902

    www.luselaw.com

            WRITER’S DIRECT DIAL NUMBER

            WRITER’S EMAIL

            (202) 274-2007

            nquint@luselaw.com

    February 18, 2020

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Financial Services

    100 F Street, N.E.

    Washington, D.C.  20549-4720

              Re:

                TEB Bancorp, Inc.

     Form 10-K for Fiscal Year Ended June 30, 2019

     Filed September 30, 2019

     File No. 000-56049

    Ladies and Gentlemen:

    On behalf of TEB Bancorp, Inc. (the “Company”), set forth below is the comment from the Staff’s comment letter dated February 7, 2020
      regarding the above-referenced Annual Report on Form 10-K, as well as the Company’s response to the comment.

    Item 15. Exhibits and Financial Statement Schedules

    4.2 Description of Registrant's Securities, page 54

              1.

                We note that your forum selection provision in your articles of incorporation identifies a state or federal court in the state of Maryland as the
                  exclusive forum for certain litigation, including any “derivative action.” Please revise future filings to disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that
                  there is uncertainty as to whether a court would enforce such provision.

      LUSE GORMAN, PC

      ATTORNEYS AT LAW

      Securities and Exchange Commission

      February 18, 2020

      Page 2

    The Company will re-file Exhibit 4.2 (Description of Registrant’s Securities) in a future Annual Report on Form 10-K to revise the existing
      disclosure under the section entitled “Maryland Law and Articles of Incorporation and Bylaws of TEB Bancorp, Inc.—Forum Selection for Certain Stockholder Lawsuits,” as follows:

    Forum Selection for Certain Stockholder Lawsuits

    TEB Bancorp, Inc.’s articles of incorporation provide that, unless TEB Bancorp, Inc. consents in writing to the selection of an alternative
      forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of TEB Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of TEB Bancorp,
      Inc. to TEB Bancorp, Inc. or TEB Bancorp, Inc.’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs
      doctrine shall be a state or federal court located within the state of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.

    Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of TEB
      Bancorp, Inc. shall be deemed to have notice of and consented to the exclusive forum provisions of the articles of incorporation.  The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
      favorable for disputes with us or our directors and officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.

    Because this provision permits claims to be brought in federal courts located in the state of Maryland, this provision would apply to a
      claim made under the U.S. federal securities laws where there is exclusive federal jurisdiction for such a claim.  However, a court may find the choice of forum provision contained in our articles of incorporation to be inapplicable or unenforceable
      in an action.  As a result, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

    *   *   *   *   *

      LUSE GORMAN, PC

      ATTORNEYS AT LAW

      Securities and Exchange Commission

      February 18, 2020

      Page 3

    We trust the foregoing is responsive to the Staff’s comment.  Please advise the undersigned at (202) 274-2007 if there are any further
      comments or questions.

    Respectfully,

    /s/ Ned Quint

    Ned Quint

    cc:     John P. Matter, Chief Executive Officer

     Jennifer L. Provancher, President and

       Chief Financial Officer

     Kip Weissman, Esq.