Financial Services Regulatory / Operations

When advising a client, we ask questions and listen closely to understand every aspect of the client’s objectives and business. Then we draw on our legal, business and governmental relations experience, within our team and across our firm, to collaborate with our clients to devise a comprehensive strategy. We then deliver clear and pragmatic advice on the corporate governance, regulatory, compliance, operations and enforcement issues in their highly regulated industry. Our attorneys provide counsel on the full spectrum of regulatory matters.

The following are a few of the areas which we serve clients:

• Advising on growth through mergers and acquisitions, capital raises, and organic growth, including filing appropriate applications.
• Navigating the complex federal and state regulatory agencies regimes that govern operations, governance issues, regulatory, compliance, M&A transactions and other banking issues. We counsel them on negotiating the terms and assisting in structuring transactions. If combined entities encounter problems, we apply our extensive knowledge and experience to make the necessary changes while ensuring regulatory compliance.
• Advising our clients in connection with de novo formation and other related regulatory issues for entities, we walk them through the complicated application process under the guidelines of the regulatory authority. Our team partners with clients throughout the course of the formation process to structure plans for raising capital, managing growth, organizing management, selecting and counseling boards of directors on duties and responsibilities, strategic planning, succession planning, change in control notices, developing operational policies and procedures and in other related and necessary areas.
• Negotiating third-party vendor agreements and other contracts and provide counsel on vendor management issues, as well as the strategies needed to ensure they’re complying with the regulatory requirement, including providing unambiguous terms, protective measures for privacy, confidentiality and exit strategies in those agreements.
• Drafting and reviewing policies and procedures regarding payment systems, automated clearinghouse and wire transfer services, disputes arising in connection with cash letters and the clearing of paper and electronic items, master agreements and implementation forms for corporate cash and treasury management products and services
• Drafting and Reviewing policies and procedures regarding privacy, information security, information governance and data retention and destruction, including assessment of current practices, gap analysis and compliance issues with federal and state laws. Our team also provides advice and counsel on breach and incident responses. 

Summary

Our firm culture embraces a teamwork approach which encompasses knowledge and experience across practice areas; it is who we are and what we do to ensure clients benefit from firm-wide collaboration. For example, in the Financial Services Regulatory practice, when we’re working on an agreement, we can call on a member of our Privacy and Data Protection team to review it and identify any nuanced risks and make recommendations accordingly.

Our team always works hard to find the most efficient and flexible way for our clients to stay in compliance with the complex rules and regulations governing them, all while serving their customers’ needs. To do this, we learn each client’s business and tailor our advice accordingly.

Defining Strengths

The following are among the other areas in which we counsel clients:

• Providing representation and general counsel, design and implementation of compliance programs in connection with federal and state regulations, consumer lending and commercial leasing activities and corporate governance. This includes among others work with consumer credit and residential mortgage industries regarding compliance with RESPA, Regulation Z (Truth-in-Lending) and other applicable laws and regulations.
• Helping companies draft, revise, update or streamline their governing organizational documents to align with the many changes in the regulatory regime, often assisting with charter and bylaw amendments, preparing the proxy materials, partnering with clients to send out governing document change notices, getting approval and submitting the changes to the appropriate regulators.
• Advising and counseling on the ins and outs of regulatory investigations. If our client receives notice it’s not compliant in a given area – whether it’s a Fair Lending Act misstep, a Home Mortgage Disclosure Act (HMDA) violation or another regulatory or legal issue – we review the examination report and work with the client to provide a response. Sometimes that means working with the enforcement agency to assist the client with responding to an examination, and where appropriate, formally disputing the report’s conclusions.
• Counseling our clients on the ever-changing regulatory and compliance requirements to keep pace with technological and legal advancements in the industry. These changes often relate to checks, drafts and other negotiable instruments, wire transfers, Automated Clearing House, Debit Cards, other electronic transactions, treasury management, remote deposit capture related topics – and the laws and regulations governing these topics (UCC 3, 4, 4A, Regulations D, E, CC, J, and DD, Federal Reserve Operating Circulars, and others).
• Advising clients on their capital planning, both publicly and non-publicly traded companies, including the use of common stock, preferred stock, shelf offerings and other means.