Thomas P. Vartanian is a corporate counselor, regulatory advisor, litigator and deal maker who has represented a wide variety of financial services clients before the federal banking 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 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.
As a bank regulator and private practitioner, Mr. Vartanian structured many of the first interstate and inter-industry mergers and acquisitions in the financial services business, and helped develop and defend novel financial products and services. Prior to joining Dechert, for 27 years, Mr. Vartanian was the chair of the Financial Institutions Transactions Group for another leading international law firm.
He was engaged by the American Bankers Association to author its analysis of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and leads a team of Dechert lawyers that advise clients around the world on Dodd-Frank implementation. He represents clients before the Financial Stability Oversight Counsel (“FSOC”) with regard to potential designation as a SIFI and FSOC’s money market mutual fund recommendations, and advises clients with regard to CFPB enforcement matters.
Mr. Vartanian has consistently been recognized over the years by Chambers USA for his outstanding work. In the 2012 edition, Chambers describes him as “one of the best financial services lawyers in America,” noting that his clients describe him as “business-savvy, regulator-savvy and very good at dealing with boards of directors and top management.” He is currently advising on European bank resolution issues as a member of the Association of Financial Markets in Europe Bank Deleveraging Committee.
Mr. Vartanian was named one of the 2008 “Washingtonians of the Year” by Washingtonian magazine, based on the charitable work that he does in the DC metropolitan area.
Significant Representations
Mr. Vartanian’s significant representations include:
M&A
- 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*
FSOC Representations
- Representation of a large financial services company in 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 two (2) large financial services companies with regard to potential designation by FSOC as SIFIs
- Representation of two (2) large trade associations in filing comments with FSOC with regard to its Money Market Fund recommendations under Section 120 of the Dodd-Frank Act
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 the December 28, 2011 Consent Agreement between First Bank of Delaware and the FDIC
- The negotiation of the April 13, 2011 Consent Orders related to the servicer and foreclosure enforcement actions brought by the OCC and OTS
- 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
- 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*
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
Publications and Lectures
Mr. Vartanian has written numerous books and articles and is a frequent lecturer and media commentator on the financial services industry. His recent book publications 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)
- Banker's Pocket Guide to Information Security (2005)
- 21st Century Money, Banking and Commerce (1998)
- The Fair Lending Guide (1995)