Drawing on decades of experience in advising large, regional, foreign and community financial services companies, their holding companies and investors, Dechert’s financial institutions lawyers excel in resolving the most complex transactional, regulatory, litigation and enforcement challenges that confront our clients.
Our team includes former government officials and regulators who, throughout their careers, have been at the forefront of developments in the industry and consistently highlighted by Chambers USA as being among the most preeminent in their field and most respected by federal and state regulators.
Federal Bank Regulation
Financial services companies value our nearly forty years of practical experience in guiding their compliance with regulatory challenges and development of alternative structures, transactions and operations. In particular, clients view us as thought leaders in dealing with the challenges created by the hundreds of rules stemming from the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), having authored an extensive summary of all 16 titles of the Act for the American Bankers Association (ABA). Our attorneys are well known for authoring articles, books and treatises, including most recently “The Volcker Rule: Commentary and Analysis”, published by Thomson Reuters, and “The Bank Investor's Survival Guide”.
Whether before the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Consumer Financial Protection Bureau (CFPB), the Financial Stability Oversight Council (FSOC), the Securities and Exchange Commission (SEC), the Federal Housing Finance Agency (FHFA), the Department of Justice (DOJ) and the various States that maintain a high profile in financial institutions regulation and enforcement, we represent our clients with energy and experience that sets us apart.
We have assisted foreign banking organizations in restructuring their U.S. operations in line with the FRB’s new requirements on enhanced prudential standards, and advised and assisted leading industry trade groups to comment on, challenge and facilitate the implementation of important Dodd-Frank rules. They include the ABA, the U.S. Chamber of Commerce, the Securities Industry and Financial Markets Association (SIFMA), the Loan Syndication and Trading Association (LSTA) and the European Fund and Asset Management Association (EFAMA).
Our lawyers have also been prominent players in the development of electronic commerce, digital money and online joint ventures and collaborations. They are the authors of 21st Century Money, Banking & Commerce, an extensive treatise on the history of banking and the introduction of electronic commerce to the payments systems.
Regulatory, Transactional and Commercial Litigation
Attorneys in our financial institutions practice have participated in high-profile lawsuits in federal and state courts challenging regulatory policies and actions, defending the exercise or expansion of regulatory authorities and resolving a variety of FDIC receivership, bank failure, lending, corporate governance and transaction-generated litigation. Among them are: MetLife v. Financial Stability Oversight Council (challenging the designation of MetLife as a SIFI by FSOC); ICBA v. NCUA (challenging the validity of NCUA’s member business loan rules); Perry Capital v. Jacob J. Lew (challenging the legality of conservatorship of Fannie Mae and Freddie Mac); Anchorage Capital Group Inc. et al v. Deutsche Bank, Inc. (attempting to intervene in the resolution of the FDIC receivership of Washington Mutual Bank on behalf of the receivership’s creditors); Depositors v. DFCU (attempt to enforce bylaws to remove entire board of directors); and Texas Savings Community Bankers v. Federal Housing Finance Board (challenging the permissibility of the FHLBank of Chicago’s mortgage partnership program).
Systemic Regulation of Insurance Companies, Asset Managers and other Financial Companies
Dechert lawyers are regularly called upon by our clients to appear before the FSOC, comment on or challenge FSOC pronouncements and guide them through the systemically important financial institution (SIFI) designation process. We have represented several clients through the entire SIFI designation process, advocated for their interests before various FSOC subcommittees and submitted a wide variety of comments to the FSOC and the Financial Stability Board (FSB) on a wide range of systemic issues and policies impacting our clients and their potential designation. We have also participated in the first litigation against FSOC, filing an amicus brief in support of MetLife’s challenge to its designation as a SIFI.
M&A Transactions and Contests for Control
Dechert’s mergers and acquisitions (M&A) group has earned top rankings in prominent league tables such as Corporate Control Alert, Thomson Reuters, Bloomberg, Mergerstat and mergermarket. The group has also been recognized as a leading practice by The Legal 500 and Chambers.
In the banking industry, our interdisciplinary team handles every aspect of complex regulated transactions, including mergers between healthy banks, controlling and non-controlling investments in banks by private equity or hedge funds and FDIC-assisted acquisitions of failed institutions. Whether seeking to influence a target company to put itself up for sale, responding to an unsolicited “bear hug,” implementing a corporate restructuring, conducting a proxy contest or consent solicitation, or litigating the many issues that arise in such contested situations, Dechert lawyers have been there on behalf of clients. We especially understand the importance of developing regulatory, transactional and litigation strategies that complement each other and are focused on achieving our clients’ clear objectives.
Dechert’s team is composed of three critical practice areas – regulatory, corporate and litigation – each of which understand how to blend their respective talents to maximize the likelihood of achieving our clients’ goals. Dechert’s bank regulatory lawyers have nearly 100 years of combined experience in working on contested situations with clients, adversaries and regulators. In fact, they were the draftsmen of many of the federal banking agencies’ control rules which apply to the issues that inevitably arise in these matters.
In addition to this experience and the many contested matters that our lawyers have advised on, they are also authors of numerous articles on contested issues, as well as two highly-regarded books on banking control rules which are applicable in contested situations: “The Bank Investor's Survival Guide”, “The Bank Holding Company Guide: New Rules Of the Road for Banks and Their Investors” and “Equity Investments and Controlling Acquisitions Involving U.S. Financial Institutions.”
Bank Regulatory Enforcement
We regularly handle many of the most complex bank enforcement cases, whether working to prevent charges from being filed, mounting a proactive defense, negotiating a settlement, or handling pretrial and trial advocacy. We publish an annual Bank Enforcement review in BNA Banking Reporter.
Similarly, 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 assist our clients in navigating related complex issues, particularly where third party lawsuits have been brought or are threatened, and whistleblowers, criminal prosecutors or grand juries complicate the investigation.
With extensive experience in fair lending matters – we have represented banks and companies in investigations and proceedings pursued by regulatory agencies and the DOJ. Our lawyers are well known in this area, and are the authors of “The Fair Lending Guide”.
Many of these enforcement situations require complex, multifaceted defenses when facing parallel civil, criminal and administrative proceedings among a variety of federal and state authorities or shareholder lawsuits in cases involving:
- Lending improprieties
- Accounting irregularities
- Mortgage put-back and servicing claims
- Privacy and data integrity
- Anti-money laundering and Bank Secrecy Act issues
- Office of Foreign Assets Control (OFAC) violations
- Fair lending and other consumer protection law violations
- Disclosure, internal control and other governance issues and investigations
- Third party processing and “Operation Choke Point” challenges
Mortgage Market Regulation
In partnership with the ABA, we authored a study of the Ability-to-Repay (ATR) and Qualified Mortgage (QM) rules, A Strategic Guide to the ATR/QM Rules, which also discusses proposed risk retention rules and reform options for secondary mortgage market operations. Dechert also has produced a companion publication, The ATR/QM Legal Stress Test.
Bank Failures, FDIC Receiverships and FDIC Director & Officer (D&O) Lawsuits
Dechert lawyers are regularly called upon to advise on the acquisition of failed banks and on investor and borrower claims regarding banks in FDIC receivership. Many of our lawyers were involved in the seizure and receivership of failed banks as government regulators. As such, we have deep experience advising on federal receivership issues related to the FDIC. Additionally, we possess a thorough understanding of the impact of FDIC receivership rules on the claims and counter-claims that arise when a bank’s parent holding company files for bankruptcy.
We are also regularly called upon to represent officers, directors and other professionals at failed financial institutions against actions by oversight bodies and in related civil, criminal or administrative litigation. Our hands-on experience with federal agencies gives us a valuable understanding of the decision-making processes that surround possible D&O actions by the FDIC or investigations by the Inspector General. Our lawyers have authored the “Bank D&O Defense Manual” and “Contracting with the RTC and the FDIC.”
Government-Sponsored Enterprises (GSEs) Regulation
Dechert lawyers have extensive experience in matters related to GSEs - Freddie Mac, Fannie Mae and the Federal Home Loan Banks (FHLBanks). We regularly guide these clients through a variety of transactional, regulatory and enforcement issues before the FHFA. We are also deeply involved in regulatory events that impact current housing finance reform efforts, FHLBank membership by insurance companies and captives, and the potential combination of FHLBanks.
We handled the only three formal enforcement actions involving FHLBanks and represented several FHLBanks in proposed mergers.
Dechert has also been actively involved in helping the mortgage industry cope with the massive changes required by Dodd-Frank and its implementing regulations.