Our lawyers provide daily legal and regulatory advice regarding the scope and impact of new and existing statutes, regulations and interpretations, such as regulatory capital guidelines, fair lending, BSA and privacy. In addition to keeping abreast of developments, we seek to anticipate trends and assist individuals in designing plans and taking action to meet their obligations, helping them avoid or minimize potential liability.

Through many years of advice and counsel to individuals and institutions in the banking industry, we have developed solid working relationships with federal and state regulatory agencies and with the influential trade associations that represent independent banks in the process of legislative and regulatory rulemaking.

The types of regulatory matters and issues on which we advise our clients include:

• Assisting in Preparation for Examinations
• Capital Adequacy Guidance
• Informal and Formal Enforcement Actions
• DOJ Fair Lending Referrals
• FDIC UDAAP Enforcement Actions
• Patriot Act, Bank Secrecy Act and Anti-Money Laundering Programs
• Fraud Prevention Detection and Control
• Truth in Lending, Regulation B
• Community Reinvestment Act, Predatory Lending, UDAAP, and Other Consumer Compliance Issues
• Legal Lending Limit, Regulation O and Affiliated Transactions Issues
• ERM Policies and Risk Appetite Statements
• Bank and Thrift Powers Issues
• Bank Structure Issues
• Electronic Banking, Fund Transfer (ACH and Wire), and Electronic Funds Transfer Act/Regulation E
• E-Commerce, Payments and Mobile Commerce (Credit and Debit Card and Mobile Payments Transactions)
• Federal Money Services Business Registration/State Money Transmission Laws
• Subsidiary Formations
• Privacy, Data Security and Information Sharing
• Preemption

Our lawyers have advised clients operating complex bank and thrift holding company structures where the bank or thrift regularly cross-sells to and enters into joint-marketing and other business arrangements with the other subsidiaries. We have advised these multi-billion dollar financial institutions on numerous compliance issues; e.g., Reg. W (23A and 23B), privacy, RESPA, and affiliate-sharing of customer information under FCRA, to name a few.

We represent sellers, purchasers and investors in connection with stock acquisitions, mergers, and purchase and assumption transactions involving healthy, troubled, and failed banks, thrifts and credit unions. In the last 15 years, our financial institutions corporate and regulatory lawyers have participated in more bank M&A transactions than any other law firm in the United States, providing assistance in structuring acquisition transactions to resolve differences as to the value of assets, to minimize risk to buyers, sellers and their officers, and directors and shareholders, while helping them maximize available tax strategies.

Among our many services, we advise on chartering new banks and thrifts; forming bank holding companies; merging and acquiring banks and their holding companies; engaging in stock repurchases, tender offers, proxy contests, reverse stock splits, strategic planning (we have facilitated on average eight strategic planning sessions each of the last four years), other shareholder ownership issues, and orderly ownership transition; forming family limited partnerships, gifting programs, redemptions, as well as methods to provide for acquiring failed and failing banks with government financial assistance; and charter conversions and facilitate change in bank control transactions and filings.

We have been instrumental in facilitating board and management strategic planning. When appropriate, we have assisted in implementation of defensive techniques and in contesting proxy fights and tender offers. We have structured succession arrangements consisting of, among other things, holding company redemptions funded with insurance or otherwise, ESOPs, family limited partnerships and trusts, and buy/sell, co-sale, right of first refusal and other shareholder level agreements. Our efforts have assisted management in arranging appropriate compensation packages, including deferred compensation, stock options, phantom stock, death benefits, redemption and “put” arrangements and severance provisions.

Lawyers in this practice advise existing and newly formed institutions and holding companies in raising capital through private and public offerings of equity and debt securities. We have worked extensively with national and regional investment banking firms. We practice extensively in matters applying the securities rules and regulations of the SEC, OCC and the FDIC, as well as state blue sky laws. We have represented dozens of clients in connection with funding under the US Treasury’s capital purchase program under TARP.

Troubled Banks and Holding Companies

Institutions and holding companies that have experienced economic difficulties are faced with regulatory and lender pressures. We regularly assist clients in their efforts to return financial institutions to strength and stability.

Following are examples of some of the projects in which we have helped restore failing banks and thrifts to financial health:

• Prepared capital plans.
• Advised regarding compliance with administrative actions.
• Negotiated and defended in administrative proceedings.
• Assisted in restructuring institutions, including using the bankruptcy code.
• Developed alternatives to restructuring or refinancing debt and raising capital.
• Involved in litigation of bond claims and other insurance policies.
• Counseled potential investors and merger partners and offered proficiency in effecting corporate transactions.