Dechert’s financial institutions practice is built on the decades of experience our lawyers have in advising large, regional, foreign and community financial services companies, their holding companies and investors, private and registered funds, and asset managers with regard to the most complex transactional, regulatory, litigation and enforcement challenges that confront them. Our practice 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 and The Legal 500 as being among the most preeminent in their field as well as respected by federal and state regulators.
Federal and State Bank Regulation
Financial services companies value our practical experience in guiding their compliance with regulatory challenges and the development of alternative structures, transactions and operations impacted by the hundreds of rules stemming from the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) and the balance of federal and state regulation which impact nearly every aspect of their business, including, structuring controlling and non-controlling investments in banks, interpreting the scope and application of the Volcker Rule and the Federal Reserve Board’s (FRB) Merchant Banking Rules. We have assisted foreign banking organizations in structuring their U.S. operations consistent with the FRB’s enhanced prudential requirements, including with respect to the establishment and regulation of intermediate holding companies. We are well known for our instructive materials on Dodd-Frank and most recently for our Financial Regulation Reform Tracker which closely monitors the reform of regulation that the Trump Administration has initiated.
We appear for our clients before the:
- Federal Reserve Board (FRB);
- Office of the Comptroller of the Currency (OCC);
- Federal Deposit Insurance Corporation (FDIC);
- Consumer Financial Protection Bureau (CFPB);
- Financial Stability Oversight Council (FSOC);
- Securities and Exchange Commission (SEC);
- Federal Housing Finance Agency (FHFA);
- Department of Justice (DOJ);
- New York Department of Financial Services; and
- other states that maintain a high profile in financial institutions regulation and enforcement.
We have also advised and assisted leading industry trade groups to challenge, comment on and facilitate the implementation of important regulations, including the American Bankers Association (ABA), U.S. Chamber of Commerce, Independent Community Bankers Association (ICBA), Investment Company Institute (ICI), Securities Industry and Financial Markets Association (SIFMA), the Loan Syndication and Trading Association (LSTA) and the European Fund and Asset Management Association (EFAMA).
M&A Transactions and Contests for Control
Top-ranked for M&A by the most prominent league tables and legal directories, Dechert advises clients engaged in mergers, tender and exchange offers, leveraged buyouts, cross-border transactions, going-private transactions, strategic alliances, collaborations and joint ventures, acquisitions, divestitures, proxy contests, and special committee assignments. During the planning phase, we analyze tax and regulatory implications and conduct risk assessments. 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 advising a target or acquiring a company regarding sale, responding to an unsolicited “bear hug”, implementing a corporate restructuring, devising anti-takeover measures, 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 bank regulatory lawyers have extensive experience in working on corporate transactions which require regulatory approvals. 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 transactional matters that our lawyers have advised on, they are also authors of numerous articles on transactional issues, as well as three highly-regarded books on the bank control rules applicable in contested and non-contested situations.
We regularly handle many of the most complex bank and financial institution enforcement cases, whether working to prevent charges from being filed, mounting a proactive defense, negotiating a settlement, or handling pretrial and trial advocacy. For the past 10 years, we have published a comprehensive annual bank enforcement review for the Bloomberg 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, accounting irregularities, whistleblower matters, money laundering, insider transactions, financial statement irregularities, regulatory filings, market timing and insider trading issues, among others. We also 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.
Our lawyers have extensive experience in fair lending matters and have represented banks and companies in investigations and proceedings pursued by regulatory agencies and the DOJ.
Systemic Stability Regulation
Our lawyers have appeared before the FSOC and its various subcommittees, commented on or challenged its pronouncements and designations regarding systemically important financial institutions (SIFIs) on behalf of large insurance companies, non-depository financial institutions and private as well as registered investment funds and managers. We have also submitted a 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.
Financial Institution Litigation
Our attorneys have handled dozens of ground-breaking lawsuits in a variety of federal and state courts involving a wide range of regulatory policies, actions, transactions and regulations. 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 director and officer (D&O) actions by the FDIC or investigations by the Inspector General.
Dechert lawyers 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 regularly represent creditors, investors and borrowers in the claims and receivership resolution process, as well as related lawsuits against FDIC Receivers.
Government-Sponsored Enterprises (GSEs) Regulation
Dechert lawyers have extensive experience in matters related to GSEs like 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. We also advise Fannie Mae and Freddie Mac on regulatory, transactional and new product development issues.
Our lawyers are also well known for authoring hundreds of articles, treatises, manuals and books such as:
- The Bank Investor’s Survival Guide (2016)
- The Volcker Rule: Commentary and Analysis, published by Thomson Reuters (2014)
- A Strategic Guide to the ATR/QM Rules, published by the ABA (2013)
- The ATR/QM Legal Stress Test (2013)
- Bank D&O Defense Manual (2012)
- Dechert LLP’s Analysis of Financial Regulatory Reform for the American Bankers Association (2010)
- 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 & Commerce (1998)
- The Fair Lending Guide (1995)
- The Management of Risks Created by Internet-Initiated Value Transfers (1995)
- Contracting with the RTC and FDIC (1991)