Practice Group Descriptions
Bank Asset Liability Issues and Investment Securities
We represent financial institutions in asset and liability and portfolio investments, including investments in privately placed securities such as CMBS, CMOs, and CDOs, as well as more traditional bank-eligible investments. We have assisted banking organizations to obtain financing in the form of trust preferred securities, intermediate term debt, subordinated debt and commercial paper. These transactions involve generating securities disclosure documents, negotiating underwriting arrangements, due diligence and regulatory compliance.
We also advised clients on the legal issues involved in establishing securities brokerage, capital markets, public finance, merchant banking and corporate finance affiliates, including issues relating to bank regulatory, SEC, NYSE, MSRB and FINRA implications of these activities. Our work in these matters has included federal and state securities registrations, establishment of internal compliance procedures, and negotiation of securities clearing arrangements.
Derivatives
We counsel derivatives providers and end-users on a wide array of derivatives transactions, including interest rate, foreign exchange, equity and credit-related derivatives transactions. This advice ranges from the corporate and regulatory aspects of structuring the derivatives operations and activities of the swap provider to the review and negotiation of all ISDA Master Agreement and other, more customized, forms of swap documentation. Previous engagements include:
Consumer Finance Compliance
We represent banking and consumer finance companies in regulatory compliance and operational matters involving issues under the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Fair Debt Collections Practice Act, the Real Estate Settlement Practices Act, state unfair and deceptive acts or practices statutes, state fair lending laws and other federal and state laws.
Financial Institutions Enforcement and Compliance
We represent banks, savings associations, insurance, securities and investment firms, and other financial services companies on regulatory compliance issues, and governmental investigations and enforcement actions instituted by state and federal banking, insurance and securities regulators. We also provide advice and counsel on day-to-day compliance, business “best practices” and enterprise-wide risk management. We have extensive experience in assisting financial institutions and their senior management teams in evaluating and mitigating regulatory violations discovered through the examination process, and in negotiating consent agreements, memoranda of understanding, and other written settlement agreements with regulatory authorities.
Lending Transactions
We have represented lenders and borrowers in a wide variety of commercial financing transactions, and have assisted in developing internal credit policies and procedures in connection with commercial lending programs. We have also counseled on interest rate derivatives, interest rate caps and floors and foreign exchange contracts used to hedge credit and market risks in connection with lending transactions.
Bank Mergers and Acquisitions
We have represented banking organizations in acquisitions and mergers, change-in-control, joint ventures, spin-offs and reorganizations and marketing arrangements. In connection with such activities, we perform legal and regulatory due diligence; obtain all required regulatory, shareholder and other consents; draft all necessary transactional documents and assist in various post-merger assimilation and administrative matters.
Privacy, Security and Data Protection
Privacy and security of financial information is an increasingly important area of concern for financial institutions and the agencies that regulate them. We help financial institutions assess their responsibilities under the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act, USA PATRIOT Act and other federal and state laws and regulations, and assist in drafting and implementing an information security and identity theft program, including an effective customer response in the event of a security breach. We regularly assist clients in addressing ongoing compliance issues and breaches of privacy and security. We have advised numerous large regional banking organizations about their privacy obligations. We have also advised a regional banking client which had experienced the loss of sensitive customer information affecting substantially all of its customer base on a multi-state level, by assisting in all loss mitigation efforts and the compliance by such institution with all federal and state data breach laws.
Investment and Wealth Management
We represent registered investment advisors, banking organizations, trust companies, family offices, common and collective funds and alternative investment vehicles on a wide variety of matters such as mergers and acquisitions, joint ventures and marketing arrangements, registration and licensing issues, development of new products and services, product distribution, drafting advisory contracts and other documents, regulatory compliance policies and procedures, conflicts of interest under ERISA and fiduciary law and corporate “best practices.” As compliance with applicable securities laws and regulations becomes increasingly more important in the current financial environment, we have demonstrated significant expertise and a practical, business-oriented approach to developing effective compliance programs for all types of wealth management firms.
Alternative Investments Practice
We represent managers and sponsors involved with the formation, management and operation of alternative investment funds and products. We provide advice on virtually all aspects of fund structure, disclosure, documentation, distribution, regulatory compliance and best practices and procedures. We also represent various institutional investors regarding the legal propriety and regulatory implications of an investment in such funds. Our fund clients include hedge funds and hedge fund of funds, real estate investment funds, common and collective investment funds and manager of managers funds.
Our services to these investment funds and their participants include advice and guidance on fund structuring; general partner compensation; investor rights, redemption and withdrawals; transfer and reinvestment right;, liquidity events; side-pocket investments; incentive allocations, hurdles and high-water marks; co-investment opportunities and business dealings with fund investors; conflicts of interest; drafting codes of ethics, operating and compliance policies and procedures; related derivatives transactions and compliance and with applicable state and federal securities laws, broker-dealer regulations, privacy and anti-money laundering laws, state fiduciary laws, ERISA and state blue sky laws.
Insurance
We advise insurance firms and producers on all registration and licensure issues; distribution and development of insurance products and services involving personal and commercial lines, property and casualty and title insurance; mergers and acquisitions; joint ventures and marketing arrangements. We have structured self-insurance, risk-retention and other alternative forms of risk transfer programs, as well as captive, portfolio cell and other reinsurance programs. We have previously assisted several large banking organizations in structuring and operating both their customer insurance sales, underwriting and reinsurance activities and their proprietary risk management programs. We have also advised on contractual and regulatory issues associated with purchases of bank-owned life insurance.
Mortgage Banking
We represent banking organizations, mortgage banking firms, settlement companies and title insurance agencies and assist them with their compliance responsibilities under federal consumer credit protection statutes and related regulations such as the Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Home Mortgage Disclosure Act, Community Reinvestment Act, Fair Credit Reporting Act, and with applicable state law. We also assist these entities with licensure and registration and provide advice with respect to federal authority and preemption issues.
We represent financial institutions in asset and liability and portfolio investments, including investments in privately placed securities such as CMBS, CMOs, and CDOs, as well as more traditional bank-eligible investments. We have assisted banking organizations to obtain financing in the form of trust preferred securities, intermediate term debt, subordinated debt and commercial paper. These transactions involve generating securities disclosure documents, negotiating underwriting arrangements, due diligence and regulatory compliance.
We also advised clients on the legal issues involved in establishing securities brokerage, capital markets, public finance, merchant banking and corporate finance affiliates, including issues relating to bank regulatory, SEC, NYSE, MSRB and FINRA implications of these activities. Our work in these matters has included federal and state securities registrations, establishment of internal compliance procedures, and negotiation of securities clearing arrangements.
Derivatives
We counsel derivatives providers and end-users on a wide array of derivatives transactions, including interest rate, foreign exchange, equity and credit-related derivatives transactions. This advice ranges from the corporate and regulatory aspects of structuring the derivatives operations and activities of the swap provider to the review and negotiation of all ISDA Master Agreement and other, more customized, forms of swap documentation. Previous engagements include:
- advising a national banking organization in connection with the establishment of its OTC derivatives and related hedging activities.
- representing several regional and international banking organizations in connection with their customer derivatives activities.
- represent numerous corporate, governmental and institutional clients in connection with various forms of interest rate, foreign exchange and credit-related hedging activities.
Consumer Finance Compliance
We represent banking and consumer finance companies in regulatory compliance and operational matters involving issues under the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Fair Debt Collections Practice Act, the Real Estate Settlement Practices Act, state unfair and deceptive acts or practices statutes, state fair lending laws and other federal and state laws.
Financial Institutions Enforcement and Compliance
We represent banks, savings associations, insurance, securities and investment firms, and other financial services companies on regulatory compliance issues, and governmental investigations and enforcement actions instituted by state and federal banking, insurance and securities regulators. We also provide advice and counsel on day-to-day compliance, business “best practices” and enterprise-wide risk management. We have extensive experience in assisting financial institutions and their senior management teams in evaluating and mitigating regulatory violations discovered through the examination process, and in negotiating consent agreements, memoranda of understanding, and other written settlement agreements with regulatory authorities.
Lending Transactions
We have represented lenders and borrowers in a wide variety of commercial financing transactions, and have assisted in developing internal credit policies and procedures in connection with commercial lending programs. We have also counseled on interest rate derivatives, interest rate caps and floors and foreign exchange contracts used to hedge credit and market risks in connection with lending transactions.
Bank Mergers and Acquisitions
We have represented banking organizations in acquisitions and mergers, change-in-control, joint ventures, spin-offs and reorganizations and marketing arrangements. In connection with such activities, we perform legal and regulatory due diligence; obtain all required regulatory, shareholder and other consents; draft all necessary transactional documents and assist in various post-merger assimilation and administrative matters.
Privacy, Security and Data Protection
Privacy and security of financial information is an increasingly important area of concern for financial institutions and the agencies that regulate them. We help financial institutions assess their responsibilities under the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, Fair and Accurate Credit Transactions Act, USA PATRIOT Act and other federal and state laws and regulations, and assist in drafting and implementing an information security and identity theft program, including an effective customer response in the event of a security breach. We regularly assist clients in addressing ongoing compliance issues and breaches of privacy and security. We have advised numerous large regional banking organizations about their privacy obligations. We have also advised a regional banking client which had experienced the loss of sensitive customer information affecting substantially all of its customer base on a multi-state level, by assisting in all loss mitigation efforts and the compliance by such institution with all federal and state data breach laws.
Investment and Wealth Management
We represent registered investment advisors, banking organizations, trust companies, family offices, common and collective funds and alternative investment vehicles on a wide variety of matters such as mergers and acquisitions, joint ventures and marketing arrangements, registration and licensing issues, development of new products and services, product distribution, drafting advisory contracts and other documents, regulatory compliance policies and procedures, conflicts of interest under ERISA and fiduciary law and corporate “best practices.” As compliance with applicable securities laws and regulations becomes increasingly more important in the current financial environment, we have demonstrated significant expertise and a practical, business-oriented approach to developing effective compliance programs for all types of wealth management firms.
Alternative Investments Practice
We represent managers and sponsors involved with the formation, management and operation of alternative investment funds and products. We provide advice on virtually all aspects of fund structure, disclosure, documentation, distribution, regulatory compliance and best practices and procedures. We also represent various institutional investors regarding the legal propriety and regulatory implications of an investment in such funds. Our fund clients include hedge funds and hedge fund of funds, real estate investment funds, common and collective investment funds and manager of managers funds.
Our services to these investment funds and their participants include advice and guidance on fund structuring; general partner compensation; investor rights, redemption and withdrawals; transfer and reinvestment right;, liquidity events; side-pocket investments; incentive allocations, hurdles and high-water marks; co-investment opportunities and business dealings with fund investors; conflicts of interest; drafting codes of ethics, operating and compliance policies and procedures; related derivatives transactions and compliance and with applicable state and federal securities laws, broker-dealer regulations, privacy and anti-money laundering laws, state fiduciary laws, ERISA and state blue sky laws.
Insurance
We advise insurance firms and producers on all registration and licensure issues; distribution and development of insurance products and services involving personal and commercial lines, property and casualty and title insurance; mergers and acquisitions; joint ventures and marketing arrangements. We have structured self-insurance, risk-retention and other alternative forms of risk transfer programs, as well as captive, portfolio cell and other reinsurance programs. We have previously assisted several large banking organizations in structuring and operating both their customer insurance sales, underwriting and reinsurance activities and their proprietary risk management programs. We have also advised on contractual and regulatory issues associated with purchases of bank-owned life insurance.
Mortgage Banking
We represent banking organizations, mortgage banking firms, settlement companies and title insurance agencies and assist them with their compliance responsibilities under federal consumer credit protection statutes and related regulations such as the Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Home Mortgage Disclosure Act, Community Reinvestment Act, Fair Credit Reporting Act, and with applicable state law. We also assist these entities with licensure and registration and provide advice with respect to federal authority and preemption issues.
