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Thomas P. Vartanian is a corporate counselor, regulatory advisor, litigator, author and deal maker who has represented a wide variety of financial services clients before federal financial agencies and the Department of Justice on matters ranging from mergers and acquisitions, non-control investments, FDIC acquisitions, restructurings, enforcement, fair lending, administrative challenges, GSEs and D&O liability. He practices regularly before the federal banking agencies, the Financial Stability Oversight Council (“FSOC”) and the Consumer Financial Protection Bureau (“CFPB”).

Mr. Vartanian has handled many significant recent bank acquisitions and recapitalizations, including Capital One’s acquisition of ING, the recapitalizations of the Bank of Ireland, Sterling Financial Corp., Hampton Roads Bankshares and Doral Financial, and the acquisition of Indy Mac by a group of investors from the FDIC.

He also has represented parties in many significant enforcement and regulatory controversies in recent years, including the national mortgage servicing settlement, the defense of the COO of Freddie Mac, the representation of the senior bondholders of Washington Mutual Bank with regard to various lawsuits and claims regarding the disposition of the FDIC receivership funds. He has represented financial institutions in fair lending cases brought by the Department of Justice and the OCC against banks in Mississippi, New Mexico and Louisiana.

Mr. Vartanian served in the Reagan Administration as General Counsel of the Federal Home Loan Bank Board and the FSLIC, and prior to that, he served in the Office of the Comptroller of the Currency as Special Assistant to the Chief Counsel and Senior Trial Attorney.

He has consistently been recognized over the years by Chambers USA for his outstanding work as “one of the best financial services lawyers in America,” and someone who his clients say “brings unparalleled experience and judgment to difficult decision-making both as a deal-maker and regulatory guru.” He was named in 2013 as one of Washington, D.C.’s 100 Best Lawyers, and “Washingtonian of the Year” in 2008, based on the charitable work that he does in the D.C. metropolitan area.

Mr. Vartanian is known for his expertise in Dodd-Frank issues. He has advised the American Bankers Association with regard to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the implementation of qualified mortgage rules by the Consumer Financial Protection Bureau. He leads a team of Dechert lawyers that advise clients before the Financial Stability Oversight Counsel (“FSOC”) with regard to potential designation as a SIFI and FSOC’s money market mutual fund recommendations.

Mr. Vartanian has written numerous books and articles and is a frequent lecturer and media commentator on the financial services industry. His book publications include:

  • The Volcker Rule: Commentary and Analysis (2014)
  • 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)
  • Banker’s Pocket Guide to Information Security (2005)
  • 21st Century Money, Banking and Commerce (1998)
  • The Fair Lending Guide (1995)

Significant Representations


Mr. Vartanian’s significant representations include:

M&A
  • CIT Group's $3.4 billion acquisition of OneWest Bank
  • Capital One’s $9 billion acquisition of ING FSB
  • Bank of Ireland’s 1.1 billion € recapitalization by five U.S. private investors
  • Citadel LLC’s sale of Omnium LLC to Northern Trust Bank
  • Equity Bancshares Inc.’s acquisition of First Community Bancshares
  • Bank of America’s preferred stock investment in and acquisition of Countrywide Financial*
  • Merrill Lynch’s $1.3 billion acquisition of the First Franklin subprime mortgage business of National City Bank*
  • New Mountain LLC’s investment in Tygris Commercial Finance Group, Inc.*

Contested Acquisitions
  • Independence Federal Bank’s response to a proxy contest and ensuing litigation in federal district court.*
  • Abigail Adams Bank’s response to a proxy contest and ensuing litigation in federal district court.*
  • DFCU Financial’s successful defense against a proxy contest and related litigation in federal and state courts*

Open Bank Recaps
  • Sterling Financial Corp.’s $730 million recapitalization by Thomas H. Lee Partners, L.P., Warburg Pincus Private Equity X, L.P. and other private investors
  • Hampton Roads Bankshares’ $275 million recapitalization by private investors
  • Citadel LLC’s 19% equity investment, $3.1 billion asset-backed security purchase, rebuttal of control, debt funding and subsequent exchange transactions involving E*TRADE FinancialCorp.*
  • Northeast Bancorp’s merger/recapitalization transaction led by a consortium of private equity and hedge fund investors.*
  • Doral Financial Corp.’s recapitalization by a consortium of private equity investors led by Bear Stearns Merchant Bank*

Failed Bank FDIC Acquisitions
  • IndyMac Federal Bank’s sale by the FDIC to Paulson & Co., Inc., JC Flowers & Co. and other private investors*
  • BankUnited’s sale by the FDIC to private investors*
  • Investments in acquisition companies to acquire failed banks from the FDIC, including NBH Holding Corp., Community & Southern Bank,* Bond Street Holdings, Inc.,* First Michigan Bank,* and Blue Ridge Holdings

Regulatory Enforcement
  • The negotiation of a Consent Agreement between a state bank and the FDIC
  • Negotiation of Consent Orders with the OCC and OTS related to the National Mortgage Settlement impacting the 14 largest U.S. mortgage servicers
  • Freddie Mac COO’s defense against the SEC, the Office of Federal Housing Enterprise Oversight, the Department of Labor, the Federal Election Commission and the Department of Justice with regard to alleged accounting and governance irregularities*
  • Whitney Bank’s defense and consent to a C&D with the OCC with regard to Bank Secrecy Act and Anti-Money Laundering*
  • Commerce Bank/Harrisburg, N.A.’s Consent Order with the OCC*
  • Anchor Bank’s bank secrecy/anti-money laundering investigation and C&D*
  • American Savings Bank in connection with bank secrecy issues and investigations by federal bank regulators, FinCEN and the Department of Justice*
  • R&G Financial Inc.’s proceedings brought by the Federal Reserve Bank, the FDIC and the Commonwealth of Puerto regarding accounting irregularities*
  • NorCrown Bank’s Consent Order with the Federal Reserve Board regarding alleged Bank Holding Company Act violations*
  • A bank regulatory investigation and enforcement proceeding involving TierOne Bank and related parties*
  • The Federal Housing Finance Board’s enforcement proceeding against the Federal Home Loan Bank of Chicago*
  • The Federal Housing Finance Board’s enforcement proceeding against the Federal Home Loan Bank of Seattle*

Fair Lending Cases
  • Represented First National Bank of Dona Dan Bank with regard to a fair lending challenge and settlement with the Department of Justice
  • Represented First National Bank of Vicksburg with regard to a fair lending enforcement matter
  • Representation of a national bank with regard to a fair lending investigation by the Department of Justice

D&O Litigation
  • Settlement of FDIC-threatened D&O suit arising out of the failure of First Chicago Bank & Trust
  • Freddie Mac COO’s defense against multiple as litigations initiated by shareholders with regard to alleged accounting and governance irregularities*
  • The FDIC and the Department of Justice’s parallel criminal actions against the former chairman of a South Carolina failed bank*
  • The FDIC’s threatened suit against the board of directors of a failed West Virginia bank and the resulting settlement negotiations*

FSOC & FSB Representations
  • Representation of a large financial services company in the administrative challenge of FSOC SIFI designation rules
  • Representation of a large trade association in filing comments with regard to the FSOC SIFI designation rules
  • Representation of an insurance company through the FSOC designation process, submission of arguments and designation appeal
  • Representation of large financial services companies with regard to potential designation by FSOC as SIFIs
  • Representation of two large trade associations in filing comments with FSOC with regard to its money market fund recommendations under Section 120 of the Dodd-Frank Act
  • Representation of a large trade association with regard to comments concerning OFR’s Report on the potential designation of asset management firms
  • Representation of a large asset management company with regard to filing comments concerning FSB’s methodology on the potential designation of asset management firms

Receivership Challenges and Creditor Representations
  • Washington Mutual Bank’s FDIC receivership litigation
  • Washington Mutual Inc.’s bankruptcy and litigation*
  • Downey Savings Bank’s FDIC receivership and the bankruptcy of its parent, Downey Financial Corp.
  • Colonial Bank’s FDIC receivership and the bankruptcy of its parent, Colonial Bank Group, Inc.*
  • Guaranty Savings Bank’s FDIC receivership and the bankruptcy of its parent, Guaranty Financial Group, Inc.*

GSE Exclusionary Actions
  • A home builder’s response to being targeted for Freddie Mac’s “exclusionary list”
  • A property and casualty insurance company seeking to continue writing business despite failing to maintain adequate ratings under Fannie Mae and Freddie Mac’s requirements

*This representation was handled by Dechert LLP attorneys before they joined the firm. Dechert LLP did not represent a party in this transaction.

Education

Cathedral College, B.A., 1971, Cum laude
Brooklyn Law School, J.D., 1976, Cum laude, Moot Court Honor Society

Court Admissions

Supreme Court of the United States

Bar Admissions/Qualifications

District of Columbia
New York

Memberships

Advisory Board, Bloomberg BNA Banking Report