Marked by fierce competition, economic turmoil, and aggressive regulation and supervision, the banking industry has faced unprecedented challenges in recent years. Buckley Sandler delivers regulatory, enforcement, transactional, and litigation counsel to federal and state chartered depository institutions and their holding companies. Our clients include banks of all sizes — global banks, domestic banks, regional and community banks, and specialty banks.
Buckley Sandler works with banking clients on regulatory applications and other formation activities. We are experienced in all areas of de novo charters, as well as with filings and approvals pertaining to the Bank Holding Company Act, Bank Merger Act, and Change in Bank Control Act. We are involved in corporate reorganizations (including going private transactions), and assist with new banking and nonbanking powers and the formation of bank holding companies. We facilitate meetings with federal and state regulators, and draft and review corporate documents and policies. We also assist banking clients with strategic activities that enhance or grow their business operations through mergers and acquisitions, stock repurchases, reverse stock splits, tender offers, proxy contests, stock acquisitions, and assumption transactions. In addition, we guide our clients through the acquisition of nonbank companies (such as insurance agencies and mortgage companies), public and private offerings, joint ventures, and entry into other banking and nonbanking activities.
The firm works with banking clients, including national and state chartered commercial banks, federal and state-chartered thrifts, and savings banks in complying with the laws and regulations governing their operations. Our experience includes advising on bank formation issues and de novo charters; routine filings, disclosures, and financial reporting; and reviewing, drafting, and implementing compliance policies and procedures involving all consumer protection and bank regulatory requirements. We work with our clients to maintain appropriate capital, reserve, credit rating, and corporate governance requirements (including those under the Sarbanes-Oxley Act, the Dodd-Frank Act, and other director and officer responsibilities), as well as to comply with payment system requirements and e-commerce laws and regulations. We also advise on mergers, acquisitions, divestitures, joint ventures, and outsourcing agreements, and navigate our clients through regulatory examinations, enforcement actions, litigation, and transactions.
Corporate governance standards as applied by the banking agencies have never been more demanding. We counsel bank boards and executive management on regulatory expectations and conduct reviews of corporate governance processes, working closely with boards, board committees, and executive management, and our lawyers make presentations to clients on the latest developments and provide recommendations on strengthening corporate governance practices.
The firm provides legal support for the design of executive compensation and benefits in conformity with bank regulatory expectations, including incentive compensation, and drafting equity compensation plans, changes in control provisions, and appropriate disclosures in securities filings and proxy statements.
Buckley Sandler assists banks and bank/financial holding companies in developing new products and services that are permissible as incidental or related to banking or financially-related in a manner consistent with regulatory expectations and risk management. We have assisted a number of banks entering the wealth management, trust, and insurance agency businesses, and with acquisitions of such companies.
Bank directors and officers are at greater risk of personal liability than other corporate directors and officers. They are subject to a variety of enforcement actions, including civil money penalties, restitution, and cease and desist orders and removals. If their bank fails, the Federal Deposit Insurance Corporation (FDIC) as receiver may sue them. Buckley Sandler supports the efforts of bank directors and officers to mitigate risk of personal liability through customized training and reviews of policies, processes, and practices to assure that bank boards and management are conducting business in a manner that will protect them from undue liability.
Our attorneys advise bank boards and management on protecting themselves against personal liability through D&O insurance policies, charter and bylaw indemnification provisions, and indemnification agreements with individual directors. Our team also defends against enforcement and civil actions filed by banking agencies and other governmental authorities. Members of our team include former bank regulators and experienced civil and criminal litigators, as well as the Executive Director of the American Association of Bank Directors, a nonprofit trade association representing the interests of bank and savings institution directors.
Our firm advises on the myriad issues that banks and their holding companies, directors, and officers face when confronted with a threat to their continued operations. We offer troubled banks comprehensive advice on complex regulatory, transactional, litigation, and personal liability issues, and work closely with investors to identify, negotiate, and close on investment opportunities with troubled institutions and their regulators. Our team defends matters involving the Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of the Currency (OCC), Federal Reserve, Securities and Exchange Commission (SEC), Department of Justice (DOJ), and other regulatory and enforcement authorities. We help our clients navigate through internal investigations, and represent Chapter 7 trustees of insolvent bank and thrift holding companies through the Chapter 7 process. We are also involved in transactions and design strategies that help our clients increase capital levels and avoid or delay regulatory enforcement actions and receiverships. For banks operating under change in management or golden parachute restrictions, our attorneys assist institutions with regulatory requests to comply with approval requirements.
Buckley Sandler represents Chapter 7 trustees of insolvent banks and thrift holding companies in fulfilling their responsibilities to creditors seeking to recover their interests through the Chapter 7 process. We serve as special counsel to trustees in conducting and/or assisting in investigations concerning the financial affairs of the debtor holding company and the failure of its underlying bank or thrift. We assess and litigate claims against insiders and third-party advisors of the debtor holding company, and advise on investigations and litigation of avoidable transfers. We defend against government enforcement and civil actions naming or otherwise involving the debtor holding company. Our firm also handles similar matters for debtors in Chapter 11 proceedings.
In January 2018, another round of litigation began hitting financial institutions alleging inaccessibility of websites for individuals with disabilities in violation of Title III of the Americans with Disabilities Act of 1990, which prohibits public accommodations from discriminating on the...Articles
The financial crisis had a profound impact on the regulatory structure applicable to the financial services industry and the consumer experience when purchasing financial products and services. The prudential regulation model whereby regulators worked with financial institutions to ensure safe and...Articles
Andrew W. Schilling and Megan E. Whitehill Authored a Law360 Article, "Revisiting Bishop In Light Of Escobar"
Last year, the Second Circuit Court of Appeals in New York handed the banking industry some much-needed ammunition to fight back against False Claims Act suits premised on broad certifications of compliance. Specifically, in Bishop v. Wells Fargo & Co ., the court affirmed the dismissal of a...Articles
David Baris Authored a Law360 Article, "ADA Compliance for Financial Institutions In The Crosshairs"
During the second half of 2016, numerous financial institutions of all sizes began receiving demand letters from plaintiffs firms representing disabled individuals and seeking settlements for violations of website accessibility standards related to Title III of the Americans with Disabilities Act (...Articles
Recent attention in Congress on retail incentive compensation, goal-setting and cross-selling of consumer financial products and services is remarkable for its ferocity and its direction at banks and regulators alike. During a Sept. 20, 2016, Senate Committee on Banking, Housing and Urban Affairs...Articles
Before the brouhaha over Well Fargo's sales practices unfolded, most bank boards would have thought those practices were the prerogative of management, with little if any input from the board. In recent years, incentive pay has been a hot regulatory, congressional, and industry topic for senior...Articles
On June 23, the Maryland Court of Appeals affirmed a lower court judgment holding that a non-bank entity assisting consumers obtain loans from an out-of-state bank and then repurchasing those loans days later qualifies as a “credit service business” under the Maryland Credit Services Business Act (...Articles
The U.S. Supreme Court on Tuesday announced it will hear an appeal by two banks in a case that could define the reach of mortgage discrimination lawsuits under the Fair Housing Act. Bank of America and Wells Fargo are challenging the city of Miami’s lawsuit seeking to hold the banks responsible for...Articles
David Baris and Andrea Mitchell co-authored the Practical Handbook on Fair Lending for Bank Directors and Executive Officers , published by the American Association of Bank Directors. Although the concept of fair lending has existed since the late 1960s, in recent years the industry has witnessed a...Articles
In the years following the financial crisis, the U.S. Department of Justice and the relators bar have aggressively used the False Claims Act to target banks and nonbank mortgage lenders and servicers, using increasingly creative theories of liability to hold these companies responsible for failing...Articles
On April 13, the House passed H.R. 4790 , the “Volcker Rule Regulatory Harmonization Act,” by a vote of 300-104. The bipartisan bill designates the Federal Reserve Board (Fed) as the exclusive regulatory authority to implement and amend rules under Section 13(b) of the Bank Holding Company Act. (...InfoBytes
Bank petitions for rehearing of 9th Circuit preemption decision; OCC intends to file support for bank
On April 13, a national bank filed a petition for an en banc rehearing of the U.S. Court of Appeals for the 9th Circuit’s March decision, which held that a California law that requires the bank to pay interest on escrow funds is not preempted by federal law. As previously covered by InfoBytes , the...InfoBytes
On April 11, the Federal Reserve Board, FDIC, and OCC—as members of the Federal Financial Institutions Examination Council (FFIEC)— published a joint notice and request for comment for OMB review and approval regarding revisions to the Consolidated Reports of Condition and Income (Call Reports) for...InfoBytes
On April 10, the Federal Reserve Board (Board) announced proposed changes intended to simplify the capital regime applicable to bank holding companies with $50 billion or more in total consolidated assets by integrating the Board’s regulatory capital rule (capital rule) and Comprehensive Capital...InfoBytes
On April 4, the U.S. District Court for the District of Columbia denied a national bank’s motion to dismiss or strike an FDIC complaint seeking $1.12 billion in deposit insurance payments. In January 2017, the FDIC filed a complaint against the national bank for $542 million based on the bank’s...InfoBytes
On April 4, the Financial Industry Regulatory Authority (FINRA) released a revised template to assist FINRA-registered small firms in developing and implementing risk-based anti-money laundering (AML) programs as required by the Bank Secrecy Act and FINRA Rule 3310 . Changes to the template reflect...InfoBytes
On April 2, the FDIC published proposed technical changes to its annual stress testing rule. Specifically, the proposed rule (i) changes the range of possible “as-of” dates used in the global market shock component to conform to changes already made by the Federal Reserve Board and the OCC to its...InfoBytes
On April 2, the Federal Reserve Board, the OCC, and the FDIC (agencies) issued a joint press release announcing the adoption of a final rule , which would increase the threshold for commercial real estate transactions requiring an appraisal from $250,000 to $500,000. After receiving more than 200...InfoBytes
On April 3, the U.S. Treasury Department released recommendations to the Federal Reserve Board, the FDIC, and the OCC (CRA regulators) on suggestions for modernizing the Community Reinvestment Act (CRA). As previously covered in a Buckley Sandler Special Alert , Treasury released a report last June...InfoBytes
Buckley Sandler Insights: FinCEN updates FAQs regarding customer due diligence requirements for financial institutions
On April 3, FinCEN released an update to its FAQs in advance of the upcoming Customer Due Diligence Requirements for Financial Institutions final rule (issued in 2016 and amended last September for various technical corrections) that goes into effect May 11. As previously covered in InfoBytes , the...InfoBytes
WASHINGTON, DC (December 12, 2017) - Buckley Sandler LLP represented Luther Burbank Corp., a bank holding company headquartered in Santa Rosa, California, in its recent initial public offering of common stock, which raised gross proceeds of approximately $150 million. Luther Burbank operates...Press Releases
Daniel P. Stipano Receives Leadership Award From Association of Certified Anti-Money Laundering Specialists
The Association of Certified Anti-Money Laundering Specialists (ACAMS) awarded Buckley Sandler partner Daniel P. Stipano the 2017 AML/CTF Leadership in Government award at the ACAMS MoneyLaundering.com 22nd Annual International AML & Financial Crime Conference on April 4, 2017, in Hollywood, FL...Press Releases
WASHINGTON, DC (January 3, 2017) – BuckleySandler LLP, a premier financial services, government enforcement and litigation law firm, announced today that former Deputy Chief Counsel for the Office of the Comptroller of the Currency (OCC), Daniel P. Stipano has joined the firm as a Partner in its...Press Releases
Buckley Sandler Client Hometown of Homestead Banking Company Announces Agreement to Merge With and Into Center State Banks, Inc.
Buckley Sandler client Hometown of Homestead Banking Company (“Homestead”), the parent company of 1st National Bank of South Florida, announced on October 27, 2015 that it will merge with and into CenterState Banks, Inc. for cash consideration of $19.1 million. 1st National Bank of South Florida...Press Releases
Buckley Sandler Client Delmarva Bancshares, Inc. Completes Merger and Acquisition of Easton Bancorp & Subsidiary
Buckley Sandler client Delmarva Bancshares, Inc., the parent company of 1880 Bank, announced on July 15, 2015 the completion of its acquisition of Easton Bancorp and its subsidiary, Easton Bank & Trust Company, through the merger of Easton Bank with and into 1880 Bank. As a result of the merger...Press Releases
Buckley Sandler client Delmarva Bancshares, Inc. announced on May 1, 2015 that they have entered into definitive stock purchase agreements with investors to sell 1,148,255 shares of its common stock at $6.00 per share and 1,185,079 shares of its Series B Convertible Perpetual Preferred Stock at $6...Press Releases
Buckley Sandler Provides Legal Support for Delmarva Bancshares, Inc.'s Acquisition of Easton Bancorp, Inc.
Buckley Sandler client Delmarva Bancshares, Inc. announced on Tuesday, March 31, 2015 that it has agreed to acquire Eastern Bancorp, the parent company of Easton Bank & Trust Company, for $8 million in cash. Upon completion of the acquisition Easton Bank & Trust will be merged into 1880...Press Releases
Our Bank Counseling & Compliance Team
Andrew L. Sandler and Michelle L. Rogers Authored a Law360 Article, "The Rise Of The Consumer"
Recent Blog Posts
April 18, 2018
House passes bipartisan bill granting Federal Reserve exclusive authority to implement Volcker Rule
April 18, 2018
Bank petitions for rehearing of 9th Circuit preemption decision; OCC intends to file support for bank
April 13, 2018
Agencies seek OMB approval on November 2017 Call Report revisions
April 12, 2018
Federal Reserve proposes changes to simplify capital rules for large banks
April 10, 2018
Court denies national bank’s motion to dismiss FDIC action seeking deposit insurance payments