The Banking and Financial Institutions Group includes attorneys from our Houston, Atlanta and Washington offices. We represent banks, thrifts, credit unions, trust companies and related institutions in all facets of corporate and regulatory matters. Our client base ranges from money centers and regional and foreign institutions to small-town community banks, and from long-standing institutions to those in the process of formation.
We help clients charter and structure banks, thrifts and other financial institutions and their holding companies. We assist in conversions of depository institutions from one type of charter to another and from mutual to stock form. Our experience includes the formation of funds that invest in depository institutions, including structuring and regulatory considerations that are unique to those vehicles.
The Banking and Financial Institutions Group has handled M&A transactions for many types of depository institutions, their affiliates and intermediaries. We serve as counsel to both sellers and purchasers of banks, thrifts and their holding companies, as well as underwriters' counsel for parties financing the growth, operations and acquisition of depository institutions. We also help depository institutions acquire and form insurance agencies, title companies, investment advisers and mortgage companies.
We have represented bank clients and the Federal Deposit Insurance Corporation itself in connection with the negotiation and documentation of FDIC-assisted acquisitions of failed banks, including both "open bank" and "closed-bank" transactions, and we have structured equity purchases by the FDIC in a number of these transactions. We have also advised the FDIC regarding the sale of securities acquired in assisted transactions.
The Banking and Financial Institutions Group counsels boards of directors of banks, thrifts and holding companies on a variety of corporate governance issues, such as compliance with best practices and principles of the Sarbanes-Oxley Act; structure and composition of board committees; and documentation and approval of transactions with insiders. We regularly assist clients with planning and conducting annual and special meetings of shareholders, and preparing disclosure documents and proxy materials. We have extensive experience counseling clients in offerings of equity, debt and hybrid securities.
Our lawyers have in-depth knowledge of the complex fabric of state and federal regulations as well as industry practices that affect our clients' operations. We are well versed in regulatory matters affecting the latest innovations in the banking industry. On a daily basis, we advise banks, thrifts and other institutions on issues such as:
- Regulatory implications for new product offerings;
- Electronic payment systems and Internet banking;
- Consumer privacy;
- Bank Secrecy Act and AML compliance, including the Patriot Act and OFAC rules;
- Insider and affiliate transactions;
- Lending limit compliance (including aggregation rules) for complex loan transactions;
- Sales of insurance and securities on bank premises;
- Trust services and investment advisory activities;
- Agreements/disclosures and regulatory issues for deposit accounts and treasury management services;
- Products of a "cross-border" nature, such as IBFs, offshore sweep accounts and foreign currency accounts;
- Credit card issuance and regulation, including exportation of interest rates;
- Change in Bank Control Act and Bank Holding Company Act "control" issues;
- Community Reinvestment Act and fair lending compliance;
- Advertising disclosures;
- RESPA compliance; and
- Compliance issues specific to foreign banks in the United States.
With particular attention to consumer disclosure issues and other regulatory requirements, we help financial institution clients prepare contracts and forms for their customers and service providers, including deposit account forms and disclosures, treasury management services contracts and agreements for outsourcing back-office services.
We also counsel depository institutions and institution-affiliated persons on enforcement, examination and supervisory matters involving the Federal Reserve, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, the National Credit Union Administration and state regulatory authorities.
The Banking and Financial Institutions Group has particular experience in electronic funds transfer systems. We have helped clients form, merge and acquire automated teller machine joint ventures and a number of leading ATM networks. We also advise financial institutions and corporations on the laws and regulations affecting their participation in electronic payment systems and related new product offerings, such as remote capture services under the "Check 21" Act. We also represent money services businesses and sellers of stored value products in licensing and regulatory compliance matters and in contracts with their counterparties and customers. Our lawyers are well versed in legal matters affecting the latest innovations in the banking industry.
We practice regularly before relevant federal and state agencies, including the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, the National Credit Union Administration and state banking agencies. The Banking and Financial Institutions Group also works with the firm's other practice groups to serve the needs of our banking clients in other areas, including corporate and partnership law; bankruptcy and creditors' rights; securitization; grantor trusts; federal and state taxes; employee benefits and executive compensation; and matters involving environmental, antitrust, investment company, securities and intellectual property law.
Our lawyers are sensitive to the cost-effective management of client transactions. Through the innovative use of technology, document forms and specialized training for attorneys and paralegals, we continually seek to achieve the highest level of efficiency in handling transactions in today's competitive environment.
© 2013 Sutherland Asbill & Brennan LLP