More than four decades of experience handling legal and practical issues in the business and financial world enables the firm to offer financial institutions an unusual depth of support and an extensive understanding of the financial institution regulatory process.

We are an established leader in the financial institutions industry, having counseled hundreds of financial institutions on a wide variety of transactional, regulatory, and compliance matters. We also represent financial services companies in the areas of insurance, consumer finance, and mortgage banking. We have leveraged our experience in corporate and securities matters, mergers and acquisitions, executive compensation and employee benefits, and financial institution regulatory matters to build a national reputation for delivering innovative solutions to our financial institution clients.

Our attorneys have held positions with Federal regulatory agencies, including the Federal Reserve Board, the Office of Thrift Supervision, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and the Securities and Exchange Commission. This experience is invaluable as the firm regularly represents clients before these Federal regulatory agencies and various state banking, insurance, and financial regulatory agencies.

We work with private investors, including private equity funds, hedge funds and international investors, to develop appropriate structures for acquiring financial institutions, both healthy and troubled. We represent businesses and investors in all aspects of chartering de novo banks and thrifts and continue to advise such institutions through their start-up period and beyond on corporate, regulatory, and securities matters.

We counsel clients on the various programs implemented by the government under the Emergency Economic Stabilization Act of 2008. We represent numerous clients participating in the Treasury Department’s Capital Purchase Program and related issues, including executive compensation, and clients participating in the Federal Deposit Insurance Corporation’s TLGP. We also assist financial institutions, as well as private investors, in acquiring the deposits of troubled financial institutions and in bidding on assets held by the Federal Deposit Insurance Corporation.

Our experience working with mutual financial institutions is unsurpassed. We are the leading firm in representing mutual financial institutions in their conversion to stock form, having been involved in the issuance of more than $6.7 billion of common stock for such companies. As both issuer’s counsel and underwriter’s counsel, we also have worked on numerous mutual holding company reorganizations and second-step conversions.

Corporate and Securities

We represent publicly and privately-held companies in a wide variety of corporate and securities matters. Our corporate clients do business in a variety of industries, including a significant number of banking and financial services companies. We also represent investment banking firms, investment advisors, and private investors, including start-ups and early-stage companies, which we counsel on a variety of business development matters such as the choice of entity structure, ownership issues, and angel and venture financing.

Our securities practice spans virtually every aspect of federal and state securities laws, including public and private offerings of equity and debt securities; compliance with periodic reporting and proxy requirements; and tender offers, proxy contests, and “going private” transactions.

Our lawyers have significant experience representing both issuers and underwriters in initial and secondary public offerings and private offerings. We have represented both issuers and underwriters in public offerings of debt securities, trust preferred securities, and other complex hybrid securities.

The process by which public companies communicate with their stockholders and the investment community has become the subject of increased scrutiny and regulation. As counsel to many listed companies, we have significant experience in advising public companies on their reporting and disclosure obligations under the securities laws and the listing standards of the stock exchanges. We regularly advise our clients on public disclosure practices for both significant and routine events and work closely with our clients in matters of shareholder relations.

No aspect of the business enterprise has received more attention in recent years than corporate governance. We regularly counsel boards of directors and board committees as to their duties and responsibilities in various special circumstances. We work with boards of directors and their committees to develop bylaws, committee charters, and policies and procedures for implementing corporate governance practices and satisfying the listing standards of the stock exchanges.

Examples of recent international capital markets transactions include:

  • Handling the privatization of the national mortgage bank of Argentina, which involved the sale of approximately $500 million of securities in the U.S. and international markets.
  • Representing foreign affiliates of Fortune 100 company in connection with the issuance of more than $2 billion of debt securities.
  • Representing Fortune 100 company in over $3 billion in project development and project financing transactions in Latin America.
  • Representing INVESCO Global Asset Management in its privatization of the Bolivian social security system and participation as lead consortium member in one of two companies managing the privatized system.

Mergers and Acquisitions

We have substantial experience in representing businesses and private investors in negotiated mergers and acquisitions, asset purchases, divestitures and corporate reorganizations. We advise acquirers and target companies as to tactical, legal and structural matters relating to a wide variety of business combinations. Our practice is nationwide and involves the representation of both public and private companies. We have counseled clients on transactions that have ranged in size from $1 million to more than $1 billion.

We are one of the leading law firms in the financial services industry with respect to mergers and acquisitions. Our attorneys have served as counsel in more than 200 mergers and acquisitions. This experience in the financial services industry extends to acquisitions of a variety of related businesses, including mortgage brokers, insurance agencies, investment advisors, brokerage firms, finance companies, and data processors. We also are experienced with unique acquisition structures, such as mergers between mutual financial institutions and acquisitions by and of mutual holding companies. Many of our mergers and acquisitions lawyers also work in our corporate and securities, financial services, and executive compensation and employee benefits practice areas. Our multidisciplinary skills allow us to handle all aspects of complex transactions, including preparing Securities and Exchange Commission filings, obtaining necessary regulatory approvals, and negotiating employment and other compensation and benefits arrangements for key employees. As a full-service firm, we have access to the resources of our antitrust practice as may be required depending on the type of acquisition and the issues under consideration.

We advise private equity funds and hedge funds on the interpretation and application of the regulations and policies of the Federal and state banking agencies on controlling and non-controlling investments in financial institutions. We assist funds with structuring their investments in financial institutions and obtaining regulatory approval for such investments and in negotiating rebuttal of control agreements or passivity commitments with the banking regulators.

We advise many of our clients on structuring various takeover defense mechanisms, including the adoption of special charter and by-law provisions, shareholder rights plans (so-called “poison pills”), leveraged ESOPs and similar devices. We also counsel clients on dealing with activist shareholders and hostile acquirers.

Financial Institutions Regulatory and Compliance

We have significant experience in financial institutions regulatory and compliance matters. We routinely advise financial institutions and their holding companies on a wide variety of regulatory and compliance matters, including regulatory enforcement matters, lending limits, affiliate and insider transactions, electronic banking, privacy, nondeposit investment products, Bank Secrecy Act, OFAC, and community reinvestment.

Decades of experience in representing financial institutions enable us to assist our financial institutions clients in all aspects of their business as impacted by federal and state laws, regulations and legislation governing financial institutions. We represent financial institutions on issues such as engaging in new activities, choice of charter and charter options, change in control requirements, including rebuttals of control and passivity commitments, capital requirements and the structuring and implementation of new financial services products and services.

We counsel financial institutions, their board members, and their holding companies on a broad range of regulatory enforcement matters. Our representation involves the negotiation of consent board resolutions, memoranda of understanding, other written enforcement agreements and formal enforcement orders; appeals of material supervisory determinations; and the development of regulatory compliance programs.

We represent individuals, companies and financial services companies in forming de novo financial institutions at both the federal and state level. Our de novo financial institution practice has involved both community banks as well as more complex, specialized de novo institutions. Our representation of de novo organizers and de novo banks involves all aspects of the de novo process, including providing advice on charter choice, utilization of a holding company structure, corporate governance, warrants, stock benefit plans, executive compensation and private and public securities offerings. We advise clients on obtaining “shelf charters” and “preclearances” for eligibility to bid on failed financial institutions and any related corporate and securities matters in connection therewith.

We routinely advise financial services companies on a wide array of consumer compliance matters, including fair lending, Equal Credit Opportunity Act, electronic funds transfers, community reinvestment, funds availability, unfair and deceptive acts and practices, Truth in Lending, and Truth in Savings. In addition, we represent financial institutions in connection with banking agency fair lending inquiries and Department of Justice fair lending investigations and in the resolution of such inquiries and investigations. We also advise financial services companies on social media, and privacy and data security matters.

Consumer Financial Services

With the passage of the Dodd-Frank Act and the formation of the Consumer Financial Protection Bureau (CFPB), the regulation of consumer financial products, markets and services has increased significantly. Financial institutions, as well as nonbank providers of consumer financial products and services, have become subject to new regulations and laws, face higher levels of scrutiny, and operate in an environment of elevated risk of enforcement proceedings. We advise banks and nonbank financial service providers on interpretations and compliance with CFPB regulations, guidance, and policies, including those governing unfair, deceptive, and abusive acts and practices; discrimination in lending; mortgage origination and servicing; consumer lending and debt collection; among others. We also represent such entities in CFPB investigations, respond to civil investigative demands, and negotiate the terms and conditions of enforcement actions.

We counsel bank and nonbank mortgage lenders and servicers on a wide variety of regulatory and compliance matters affecting the mortgage industry, including licensing and registration system for residential mortgage loan originators (SAFE Act), loan disclosures (Truth in Lending Act), real estate settlement (Real Estate Settlement Procedures Act), funds transfers (Electronic Fund Transfer Act), privacy and credit reporting (Fair Credit Reporting Act), and fair lending (Equal Credit Opportunity Act). We assist clients in responding to, and implementing, regulatory change, such as counseling clients on the CFPB’s final rule integrating mortgage origination disclosures under TILA and RESPA (sometimes known as the CFPB’s TILA-RESPA Integrated Disclosure, or TRID rule). We conduct compliance reviews to assist our clients in avoiding enforcement scrutiny and work with clients in developing compliance policies and procedures.

We advise clients on terms and disclosures for credit products and features to satisfy regulatory requirements and testing criteria, as well as the evolving standards for unfair, deceptive, and abusive acts and practices.

We work with clients prior to, and throughout, the examination process. We advise our clients on preparation for examinations, provide counsel on responding to inquiries from regulators, and assist in post-examination follow-up. We provide financial institutions and other interested parties with product reviews, mock examinations, and other guidance prior to the commencement of CFPB examinations. We also handle inquiries, investigative demands, and actions initiated by federal and state regulators in matters involving the CFPB, the Federal Trade Commission, federal and state bank regulatory agencies, the Department of Justice, and state attorneys general.

We represent banks, lenders, loan servicers, investors, and other financial services companies in a wide variety of litigation matters, including class action defense. We have litigated hundreds of claims, and we know when to recommend early resolution and what steps to take that have the best chance of containing and mitigating the risks posed by state consumer and credit protection statutes. Our litigation experience includes claims involving:

  • the Truth in Lending Act (TILA)
  • the Real Estate Settlement Procedures Act (RESPA)
  • the Home Ownership and Equity Protection Act (HOEPA)
  • Federal Regulation Z (Reg Z)
  • the Fair Credit Reporting Act (FCRA)
  • the Fair Debt Collections Practices Act (FDCPA)
  • the Telephone Consumer Protection Act (TCPA)
  • the Home Affordable Modification Program (HAMP)
  • the Federal Housing Act (FHA) and regulations of the Department of Housing and Urban Development (HUD)
  • the Uniform Retail Installment Sales Act (RISA)
  • the Electronic Funds Transfer Act (EFTA)
  • the Equal Opportunity Credit Act (ECOA)
  • state Credit and Consumer Protection Act (CCPA) claims
  • state debt collections acts
  • state unfair and deceptive trade practices acts
  • the Uniform Fraudulent Transfers Act (UFTA)
  • state banking laws, including state Secure and Fair Enforcement for Mortgage Licensing acts (SAFE)

Executive Compensation and Employee Benefits Consumer Financial Services

Kilpatrick Townsend’s Employee Benefits & Executive Compensation attorneys work on behalf of clients throughout the United States and internationally in all areas of employee benefits, executive compensation and ERISA litigation, representing a cross-section of businesses ranging from Fortune 100 public companies to family-owned businesses and start-up companies. The diverse and innovative client base we support provides cutting-edge work that keeps us at the forefront of critical developments in our field. In addition, our Washington, D.C. office gives us direct access to national policy makers in Congress and regulatory agencies such as the Treasury Department, Internal Revenue Service, Labor Department and Pension Benefit Guaranty Corporation. We are able to obtain informal views from key staff members at these organizations on issues that are of interest to our clients. We often learn of new developments before most other practitioners are aware of them. Most importantly, we are able to provide insights into the thinking of the regulators that can be useful to clients, whether in the context of benefits planning, coping with investigations and inquiries or determining strategy and positions.

One major focus of our Employee Benefits team is keeping current on changes in, and counseling clients on compliance with, the complex federal and state laws that affect benefits programs and the services and products that benefit plans use. We offer consultation on executive and broad-based benefit plan design, drafting of plan documents and compliance with related taxation, reporting, disclosure, and fiduciary responsibility obligations.

Another major focus of our work is transactional, on behalf of clients in their plan sponsor roles or on behalf of financial institutions. In mergers, acquisitions and divestitures, we evaluate benefit programs and advise on strategies to contain costs, limit liability and protect benefits. We also assist in the design, implementation and transition of executive compensation arrangements, including programs to protect executives in the event of a takeover or other change in control. For our financial institution clients, we address issues relating to both the plans they maintain and the products and services they provide for plans maintained by others.

A third significant area of our practice is controversy work. Our team represents clients in government and private-party federal and state court litigation, as well as in government agency adjudicatory proceedings involving claims and coverage disputes, fiduciary responsibility and prohibited transaction matters, and plan termination and corporate split-off matters involving the Pension Benefit Guaranty Corporation.

Our primary service areas include:
  • Executive Compensation
  • Pension Fund Management
  • Health & Welfare Plans
  • Retirement Income Plans
  • Business Transactions
  • ERISA Litigation
  • Fiduciary Counseling

Insurance

We represent a broad range of clients in a wide variety of insurance-related regulatory, corporate and legislative matters, including company formation, licensing and mergers and acquisitions. Being well integrated into our multiple practice groups enables the insurance practice group to bring expertise in banking, securities and employment issues to provide comprehensive insurance counseling.

We advise insurance companies on a wide variety of regulatory and compliance matters. Our practice includes representing clients at administrative hearings and other dealings with insurance regulators, including rate and form filings. We have experience with the demutualization of mutual insurance companies. We also provide counsel on insurance marketing alternatives and market conduct issues, and developed numerous compliance programs.

We also advise financial services companies on matters related to director and officer liability insurance and related matters.

Banking & Credit Unions

Experience Highlights

Underwriter's counsel for Sandler O'Neill + Partners L.P. in a $161.2 million public offering
Represented underwriter, Sandler O'Neill + Partners L.P., in the follow-on public offering of $161.2 million of common stock by National Penn more
$119 million acquisition of City & Suburban Financial Corporation
Represented City & Suburban Financial Corporation in its $119.1 million acquisition by Ridgewood Savings Bank in a transaction that involved more
Public offering of common stock by Northfield Bancorp, Incorporated
Represented the underwriter, Sandler O' Neill & Partners, L.P., in a $355.6 million public offering of common stock by Northfield Bancorp, Inc. more
Represented financial institution in fair lending investigation
Advised a federally-chartered financial institution in connection with a fair lending investigation initiated by the OCC and referred to the more

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