Our Field of Vision
Dechert’s financial institutions attorneys are annually highlighted by Chambers USA as being preeminent in their field. For over 30 years, they have advised a broad spectrum of large, regional and community financial services companies and investors on a wide variety of transactional, regulatory, enforcement and litigation matters.
Our Government Experience
Our lawyers have held important posts in the federal agencies whose policies and activities most directly affect financial institutions, including the Office of the Comptroller of the Currency (OCC), the Federal Home Loan Bank Board (which became the Office of Thrift Supervision (OTS) and was merged with the OCC), the Board of Governors of the Federal Reserve System (FRB), the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC). Having played important roles in the development and promulgation of a wide variety of government rules, programs and actions, their insight into government policies and practices and depth of deal experience elevates their professional judgments and advice to a level that provides clients maximum value.
Sought after by financial institutions, their holding companies and affiliates, and other types of financial services firms, as well as investors in these companies to deal with complex regulated transactions, our lawyers represent clients before the FSOC, FRB, FDIC, OCC, CFPB, SEC, DOJ, FHFA, NCUA, CFTC, FINRA, the IRS and various industry self-regulatory organizations. We are actively advising multiple clients before the FSOC and its various subcommittees with regard to potential SIFI designations and Section 120 recommendations. In the wake of the enactment of the Dodd-Frank Wall Street and Consumer Protection Act (“Dodd-Frank”), we have become heavily involved in the implementation and interpretation of Dodd-Frank. Many financial services clients and some of the country’s leading industry trade groups, including the American Bankers Association (ABA), the Securities Industry and Financial Markets Association (SIFMA), the Loan Syndication and Trading Association (LSTA), and the European Fund and Asset Management Association (EFAMA) have turned to us for help in interpreting the impact of the law and voluminous implementing regulations.
Transactions & Contests for Control
In 2011, mergermarket ranked Dechert as having one of the leading financial services M&A law practices based on deal volume. Our interdisciplinary team handles every aspect of complex regulated transactions, whether they be healthy bank mergers, private equity or hedge fund investments in banks, or FDIC-assisted acquisitions of failed banks.
Because of our deep experience with the change-in-control and holding company rules applicable to banks and thrift institutions, we have become well known for our work on private equity and hedge fund investments in banks, as well as on corporate governance disputes, including hostile or unfriendly transactions where we have assisted financial services companies in both fending off and tendering unsolicited offers. We understand the importance of developing a regulatory strategy capable of achieving the approvals critical to a favorable outcome.
When situations turn adversarial, our integrated financial institutions practice enables us to provide clients with comprehensive representation before the FRB, OCC, FDIC, CFPB, DOJ, NCUA and similar federal agencies, as well as states where we have experience in dealing with Attorneys General and bank regulators. Our enforcement experience ranges from the mounting of a proactive defense to prevent charges from being filed to pretrial and trial advocacy. Our representations have included parallel civil, criminal and administrative proceedings involving alleged lending improprieties, accounting irregularities, mortgage servicing, money laundering and Office of Foreign Assets Control (OFAC) violations, such as stripping, insider and affiliated transactions, insider trading, unsafe and unsound conditions, abusive sales and trading practices, fair lending and other consumer protection law violations, and disclosure, internal control and governance issues.
Since the enactment of the Sarbanes-Oxley Act of 2002, and particularly in the wake of the recent economic crisis and the enactment of Dodd-Frank, the level of corporate board and audit committee oversight has heightened significantly. With an experienced regulatory eye, we handle internal investigations on behalf of companies and their boards of directors relating to regulatory violations, disclosure issues, whistleblower matters, money laundering, insider transactions, financial statement irregularities, regulatory filings, market timing and insider trading issues, among others. We understand how to navigate the complex issues that attend internal investigations, particularly where regulators are involved, third party lawsuits have been brought or are threatened, and whistleblowers, criminal prosecutors or grand juries complicate the investigation. We are well versed in the issues that arise when regulators or other third parties seek access to investigation reports.
Failed Bank Receiverships
As government officials, our attorneys were involved in the seizure and receivership of hundreds of failed banks. With this background, and as counsel over the years to many companies regarding FSLIC, Resolution Trust Corp. (RTC) and FDIC receivership issues, we have been regularly called upon to advise a wide array of companies with regard to investor, borrower and related claims in FDIC bank receiverships, as well as in related claims and litigation arising out of the bankruptcy of their holding companies. Our extensive knowledge of FDIC receivership rules and their impact on the various claims and cross-claims that may be brought in a federal bankruptcy proceeding when the parent holding company files for bankruptcy makes us particularly suitable to handle these engagements.
Our lawyers have extensive experience in fair lending matters, having represented financial institutions in a number of investigations and proceedings pursued by bank regulatory agencies and the DOJ and authored The Fair Lending Guide, a two volume comprehensive review of fair lending legal principles and governmental and private actions.
While in government service, our lawyers handled hundreds of federal bank receiverships and developed the federal policies relating to receivership actions against directors, officers and third parties. Their experience in filing these cases for the government has been an asset in helping officers, directors and professionals of failed financial institutions better understand and defend themselves against FDIC and Inspector General investigations and civil, criminal and administrative litigation. We also defend D&Os in derivative suits and class actions involving usurpation of corporate opportunity, governance and controlling shareholder issues, as well as in bondholder and creditor matters.
Anti-Money Laundering & OFAC Controls
We represent financial institutions in civil, criminal and administrative actions alleging violations of anti-money laundering statutes and OFAC regulations. We also work with clients to (i) develop comprehensive and practical compliance policies and procedures effectively tailored to meet their anti-money laundering and OFAC compliance and defense needs, and (ii) respond to investigative and enforcement proceedings by regulators. With offices in the United States, Europe and Asia, we have advised U.S. and non-U.S. multinational entities on compliance with OFAC-administered U.S. economic and trade sanctions involving a variety of listed countries and persons.
Dechert has one of the most extensive practices in the handling of GSE matters, representing the Federal Home Loan Banks, their Office of Finance, Freddie Mac and Fannie Mae on a variety of transactional, regulatory and enforcement issues.
Our lawyers have written hundreds of articles and several respected books on financial institution regulation. Our most recent books include:
- The Bank Holding Company Guide: New Rules Of the Road for Banks and Their Investors (2009)
- Equity Investments and Controlling Acquisitions Involving U.S. Financial Institutions (2007)
- 21st Century Money, Banking & Commerce (1998)
- The Fair Lending Guide (1997)
- Contracting with the RTC and the FDIC (1994)