Banking

Mergers and Acquisitions

We regularly represent banks and bank holding companies, and other banking industry participants, in connection with mergers and acquisitions. We have extensive experience with the legal, regulatory, and practical issues that arise in these transactions.

Capital Strategies

We advise clients on bank holding company formations, public and private offerings of securities, including equity and subordinated debt offerings, and other capital formation, preservation, and deployment strategies. We also represent investors in connection with growth capital investments in banks and bank holding companies, and other financial services companies.

Securities Law Compliance

Our lawyers routinely counsel banks and bank holding companies with regard to the Securities Act of 1933 and the Securities Exchange Act of 1934, including with respect to their periodic reporting obligations under the 1934 Act. We have a wealth of experience advising clients on stock exchange listing and compliance matters and state securities or “blue sky” laws.

Regulatory Compliance

We represent financial institutions in all facets of their relationships with federal and state regulators. We understand bank regulation and the bank regulatory process for both US-chartered financial institutions and foreign banking entities operating in the United States. We counsel clients on safety and soundness matters, consumer compliance regulation, and state licensing issues, and we assist clients with preparing for, and addressing and resolving criticisms arising from, examinations. In representing our clients, we always seek to preserve and further the credibility our clients have built with their regulators.

Corporate Governance

We advise clients on the full range of corporate governance matters, such as director fiduciary duties, board and management succession, board and committee composition, membership requirements, and evaluations, and governance best practices. We strive to understand how our clients’ particular cultures and strategic objectives should impact their governance models.

Fintech Partnerships and Strategic Investments 

Our lawyers advise banks and fintech companies on structuring third-party outsourcing arrangements, joint ventures, and other strategic partnerships.

We represent domestic and global banking institutions in structuring, negotiating, and executing venture capital and growth equity investments in fintech companies and companies in other verticals, as well as in the formation and capitalization of bank consortium entities. We provide practical and sector-specific transactional and regulatory advice, including experience in structuring such investments in compliance with various investment authorities under the Bank Holding Company Act of 1956, including non-controlling investments under Section 4(c)(6) and investments under merchant banking authority.

Executive Compensation

Our lawyers regularly advise clients on structuring and preparing executive employment contracts, change in control agreements, supplemental executive retirement plans, deferred compensation plans, cash and equity incentive plans, and board compensation arrangements. Our lawyers also have significant experience advising public companies on compensation disclosure requirements.

Bank Chartering

We represent clients before state and federal regulators on chartering de novo banks and trust companies, and advise fintech companies both domestically and internationally on bank formation and regulatory issues.

Asset Management

Our lawyers have extensive experience advising banking institutions and trust companies on asset management issues, including advising on bank-sponsored collective investment funds and the Volcker Rule. We work closely with our Asset Management and Investment Funds team to address these issues, as well as banking law issues for clients in the asset management industry.