Our attorneys represent financial institutions and other related financial services companies on legal matters with regard to regulatory, corporate and securities issues arising under state and federal laws and regulations. We serve as general and special counsel to national and state chartered banks, thrifts and holding companies of all sizes. We also represent clients in numerous other financial service related businesses, such as payment processing, investment banking, mortgage banking, cyber-security consultancy, insurance agency/brokerage, investment advisory and brokerage, and others.
We assist clients with acquisition and sales transactions, corporate and business consulting, strategic planning, capital formation, bank and subsidiary formation, regulatory compliance, and state and federal securities issues, all of which require compliance with complex federal and state laws and regulations.
Our team includes the former head of the Office of Thrift Supervision and director of the Federal Deposit Insurance Corporation, former federal and state examiners, and in-house counsel with state and federal regulatory agencies, as well as former executives and in-house counsel at financial institutions. We also have team members who have decades of experience working with financial institutions.
Our attorneys, including those who were regulators before, during and after the financial crisis of 2008, work closely with our financial services clients and/or their in-house counsel in dealing with legal and business issues, including significant compliance issues arising from the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act. We provide insight into the regulatory language generated by Dodd-Frank and, perhaps more importantly, in the sensible implementation of those regulations into the everyday conduct of our financial services clients, who are impacted by the legislation and resulting regulations.
Mergers and Acquisitions and Capital Markets
We advise banks, thrifts, holding companies and other financial services clients on M&A transactions involving geographic and business line expansion and divestiture. Our team of M&A attorneys has handled hundreds of public and private transactions for financial services clients. Our experience enables us to guide clients through the regulatory, corporate, securities, employment, tax, ERISA, real estate, integration, and other issues present in any given transaction.
Our team assists clients in tapping public and private capital markets. Our experience includes representing clients in initial public offerings, private placements, special exempt transactions (e.g., intrastate offerings), hybrid securities offerings, and subordinated debt transactions. Our team provides advice and counsel with respect to the provisions applicable to the client’s investments in financial institutions and their holding companies and the principal provisions affecting the operations of these entities going forward.
We represent financial services clients as they support their own customers and clients in the strategy and execution of various financial and corporate transactions, investments, workouts and insolvencies.
Banking Operations
We provide counsel in all aspects of bank operations beginning with their formation (de novo or acquisition) including, charter approval, capital raise, regulatory oversight and corporate governance through the day-to-day needs of an operating financial institution.
In addition, we provide counsel for financial institutions, assisting them in responding to issues arising on a daily basis, including interbank payment issues, internal and external fraud, customer claims, questions of customer transactional authority, bank operations, bank security issues and legal processes. We address applicable laws, regulations and agreements, including those pertaining to BSA/AML and OFAC, (UCC Articles 3, 4, 4A and 5, Electronic Funds Transfer Act/Regulation E, National Automated Clearing House Association Rules, Expedited Funds Availability Act/Regulation CC, and brokered deposits.
We review and negotiate vendor agreements, including management of operational risks, compliance with regulatory requirements, preservation of privacy and data security, structuring of favorable terms and conditions, and advising on processes and procedures.
Among other business issues, our attorneys provide transactional support and resolve problems in lending, cash management, escheat and unclaimed property, deposit insurance (including brokered deposit issues) and public unit deposit matters.
Products and Services
Our attorneys assist our bank and other financial services clients in the development of products and services that comply with the increasingly complex disclosure and procedural requirements. This includes analysis of UDAAP, federal preemption protections, applicable usury and other state-specific requirements governing retail installment contracts and seller financing, open-end and closed-end consumer loan products, and requisite consumer disclosures. We provide counsel regarding state foreclosure and collection requirements.
Payment Processing
We work with our clients on processing payments, including gift and rebate cards to ensure compliance with regulations related to cybersecurity and privacy laws. On behalf of our clients, we interact with federal and state financial services regulators, including banking regulators, the Federal Trade Commission, the Federal Communications Commission, consumer protection and state and local attorneys general. In addition, we work with clients to ensure their compliance with anti-terrorism and anti-money laundering provisions. Finally, as more payment processors become subject to the Bank Service Corporation Act, we partner with our clients to provide the necessary insight needed to work with federal and state financial services regulators, to whose jurisdiction the payment processors become subject.
FinTech
We are able to provide clients with insight on complex and far reaching laws and regulations that affect financial technology companies. In particular, we offer counsel and advice on compliance review and conformance, including alphabet FRB regulations; state regulatory regimes, including licensing requirements; and vendor management issues, including contract, oversight and corporate governance.
Privacy and Data Security
We advise clients on issues related to privacy, confidentiality and data security under applicable laws (including the Gramm-Leach-Bliley Act, CFPB Regulation P and SEC Regulation S-P) and the privacy and security guidance issued by state and federal regulators. We assist with conducting risk assessments using the FFIEC Cybersecurity Assessment Tool and NIST. We assist in formulating privacy and information security policies, vendor oversight, data breach responses and notification plans, and business continuity plans.
International and Foreign Banking
We advise foreign entities about U.S. regulatory constraints (both federal and state) on acquiring control of various types of U.S. financial institutions, limits on interactions of such institutions with entities under common control, global risk management, statutory and regulatory compliance issues, and supervisory expectations for domestic and foreign operations of such organizations.
Corporate Operations
In addition to advising on federal and state financial regulations, we provide the complete range of corporate legal services necessary for any complex business enterprise, including corporate governance, corporate restructuring, board training, taxation, federal and state securities law, labor and employment matters, and intellectual property and trademark protection.
Litigation/Enforcement
We counsel banks and other financial services clients on responding to claims, including those made by customers, regulators and various state and federal law enforcement authorities regarding customer transactions and vendors and other parties. In this role, we work with claimants’ counsel and government officials. Our team represents clients in court actions involving operational issues, such as interbank disputes and fraud claims, contract issues arising from vendor and customer agreements and issues based on UCC Articles 3, 4, 4A and 5 concerning check, wire and electronic transactions, and letter of credit payments. We represent financial institutions in matters involving asset recovery, foreclosure, lender liability and legal process compliance (writs and subpoenas).
We advise and advocate in the event of the potential or actual imposition of regulatory enforcement actions and will represent and defend our clients at regulatory meetings and hearings. Our relationships with and knowledge of financial institution regulators is beneficial to the process and our client.
In the event a bank or thrift fails, we represent the officers, directors and other institution affiliated parties in litigation proceedings and all ancillary matters, including a thorough review of D&O insurance and coverage claims, liability claims defense, and representation of the institution in related securities and holding company litigation.
E-commerce
We advise on compliance with laws affecting e-commerce. Our experience includes a knowledge of the laws and regulations governing electronic payments and other electronic financial activities conducted by both financial institutions and others engaged in the activity.
Executive Compensation and Employee Benefits
We assist clients in designing and implementing stock and cash-based executive compensation and incentive programs, including deferred compensation plans, supplemental executive retirement plans (SERPs), stock options, stock appreciation rights, and restricted stock and phantom stock plans. We work with our clients to design and implement employee benefits programs that enable them to compete to attract talent, including qualified retirement plans, 401(k) and Employee Stock Ownership Plans (ESOP), cafeteria plans, health benefit plans, and other welfare and fringe benefit arrangements.
We work with each client to structure programs that mitigate risk, while still attracting and retaining talented employees. Our attorneys draw on their experience and knowledge of the industry to negotiate and draft employment, non-competition and separation agreements that insulate our clients from risk, enabling them to compete in a competitive marketplace.
Employment Issues
Our Financial Services Group works closely with the firm’s Employment Practice Group to advise clients on labor and employment issues. Our attorneys are adept at handling all manners of employment discrimination claims, including those related to allegations of age, race, sex, religion, disability, national origin, veterans’ status, family and medical leave discrimination.
Specific to the financial industry, we work with employers to address, including compensable work definitions and employee classifications, particularly for specialists within the industry such as financial consultants, lending specialists, appraisers and underwriters.
Our team includes dedicated immigration attorneys, who can work with clients to address challenges arising from working within a global talent pool. In addition to working with our clients to proactively avoid problems related to labor and employment, we defend our clients in front of state and local fair employment practice agencies and the Equal Employment Opportunity Commission, as well as in state and federal courts throughout the country.
Intellectual Property
We work with clients to protect, enhance and defend their products, designs, services, technologies and brand names. With a team of dedicated intellectual property attorneys, as well as our knowledge of the financial services industry, we advise clients on the development of strategies to monitor and protect their innovations. We handle intellectual property matters for clients, ranging from small regional companies to international, Fortune 100 businesses, and we tailor a strategy to fit each client’s circumstances.
