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 Financial Stability Oversight Council on matters ranging from mergers and acquisitions; non-control investments; FDIC receiverships and acquisitions; SIFI designations; enforcement actions; fair lending cases; administrative rulemaking challenges; GSE regulations and consolidations; and D&O liability.
Mr. Vartanian has represented clients in many significant recent bank acquisitions and recapitalizations, including Wells Fargo’s acquisition of GECC’s banking assets, CIT’s proposed acquisition of One West Financial, Capital One’s acquisition of ING, the recapitalizations of the Bank of Ireland, Sterling Financial Corp., Hampton Roads Bankshares and Doral Financial, as well as the acquisition of Indy Mac from the FDIC by a group of investors.
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 also served on the staffs of the Administrative Conference of the United States and the Depository Institutions Deregulation Committee (DIDC).
As a former bank regulatory General Counsel, he authorized, oversaw and defended against challenge more than 430 bank receiverships and conservatorships, and structured many of the first interstate and inter-industry bank mergers.
Both in the government and since, Mr. Vartanian has litigated significant cases involving banks and banking activities in the Supreme Court and many U.S. District and Circuit Courts around the country, including: MetLife v. Financial Stability Oversight Council (Challenge to designation of MetLife as a SIFI); Perry Capital v. Jacob J. Lew (Challenge to legally of conservatorship of Fannie Mae and Freddie Mac); Anchorage Capital Group Inc. et al v. Deutsche Bank, Inc. (FDIC receivership challenge); RTC v. Cohen (D&O liability asserted for bank failure); Texas Savings Community Bankers v. Federal Housing Finance Board (Permissibility of FHLBank mortgage partnership program); Fidelity Fed. S. & L. v. De la Cuesta (Mortgage due on sale rulemaking challenge); IBAA v. Heiman (APA rulemaking challenge); U.S. v. First National Bancorp (Bank antitrust case); U.S. v. Zions First National Bancorp (Bank antitrust case); First National Bank of LaMarque v. Smith (Bank enforcement case); M&M Leasing v. Seattle First National Bank (Auto leasing authorization for banks); Fidelity Federal Savings v. FHLBB (Shareholder suit challenging bank closure).
He also has represented parties in numerous enforcement and regulatory controversies, including D&O liability cases brought by the FDIC, the national mortgage servicing settlement, the defense of the COO of Freddie Mac, the representation of the senior bondholders of Washington Mutual Bank and fair lending cases brought against banks in Mississippi, New Mexico and Louisiana.
Mr. Vartanian has consistently been recognized over the years as one of the leading practitioners in his field by publications such as Chambers, The Legal 500, IFLR 1000 and The Best Lawyers in America. He has been praised by Chambers USA for his outstanding work as “one of the best financial services lawyers in America,” and someone his clients say is “highly regarded by the federal regulators” and who “brings unparalleled experience and judgment to difficult decision-making both as a deal-maker and regulatory guru.” In 2015, Mr. Vartanian was named a BTI Client Services All-Star, recognized as one of 354 lawyers nationwide for excellence in client service. He was also named “Washingtonian of the Year” in 2008, based on the charitable work that he does in the D.C. metropolitan area.
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)
- Wells Fargo’s acquisition of the banking assets of GECC.
- CIT Group's US$3.4 billion acquisition of OneWest Bank.
- Capital One’s US$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 US$1.3 billion acquisition of the First Franklin subprime mortgage business of National City Bank.
- 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 US$730 million recapitalization by Thomas H. Lee Partners, L.P., Warburg Pincus Private Equity X, L.P. and other private investors.
- Hampton Roads Bankshares’ US$275 million recapitalization by private investors.
- Citadel LLC’s 19% equity investment, US$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.
- 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.
- 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.
Includes matters handled at Dechert or prior to joining the firm.
Cathedral College, B.A., 1971, cum laude
Brooklyn Law School, J.D., 1976, cum laude, Moot Court Honor Society
Supreme Court of the United States
United States Court of Appeals for the District of Columbia
District of Columbia
Advisory Board, Bloomberg BNA Banking Report