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.
Andrew L. Sandler, Michelle L. Rogers, and Ann D. Wiles Authored a Law360 Article, "The Rise Of The Consumer"
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, Margo H. K. Tank, and Lori J. Sommerfield 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, Andrea Mitchell, and Lori Sommerfield 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...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
SNL, The Banking Information Experts, in partnership with the Independent Community Bankers of America, has compiled the expertise of lawyers, accountants and consultants who specialize in bank chartering. The result is a single, definitive resource for bankers and advisers looking to enter the...Articles
On November 8, the OCC issued Bulletin 2017-51 , updating guidance related to its approach when evaluating certain licensing applications from OCC-supervised banks that have “less than satisfactory” Community Reinvestment Act (CRA) ratings, either overall or in one or more particular geographic...InfoBytes
On November 8, Acting Comptroller of the Currency Keith A. Noreika addressed The Clearing House Annual Conference in New York, New York and called for an end to the separation between banking and commerce. Noreika noted that the topic may be considered “taboo” to banking regulators but nonetheless...InfoBytes
On November 2, the Federal Reserve Board, FDIC, and OCC (agencies)—all members of the Federal Financial Institutions Examination Council (FFIEC)— issued a joint notice and request for comment on a proposal to further streamline the Consolidated Reports of Condition and Income (Call Reports) in an...InfoBytes
FinCEN Announces Final Rule Restricting North Korea’s Access to U.S. Financial System; Issues Advisory Regarding North Korean Strategies
On November 2, the Financial Crimes Enforcement Network (FinCEN) issued a final rule (Rule) under Section 311 of the USA PATRIOT ACT, which prohibits U.S. financial institutions from processing transactions for foreign correspondent accounts involving a Chinese bank (Bank) that was suspected of...InfoBytes
On November 3, the CFPB announced the beta release of the new HMDA Platform . The beta version enables financial institutions to become familiar with the platform and permits entities to establish test log-in credentials, upload sample files and validate data, receive edit reports, and confirm test...InfoBytes
On November 1, the Financial Crimes Enforcement Network (FinCEN) announced that it had assessed a $2 million civil money penalty against a Texas bank for “willfully violating” the Bank Secrecy Act (BSA). According to FinCEN, the bank failed to comply with the specific due diligence requirements for...InfoBytes
On November 1, the New York Department of Financial Services (NYDFS) announced that it will transition licensed lenders and sales finance companies to the Nationwide Multistate Licensing System (NMLS). NMLS allows companies to apply for, update, and renew licenses in one or more states online...InfoBytes
On October 31, the Financial Crimes Enforcement Network (FinCEN) issued an advisory to financial institutions to warn of the potential for fraudulent activity related to recent disaster relief efforts. The advisory cautions financial institutions to pay particularly close attention to benefits...InfoBytes
On October 27, Acting Comptroller of Currency, Keith A. Noreika, issued the first full-service national bank charter since the financial crisis to a banking institution in Florida. The institution is also the first de novo national bank and de novo approved for federal deposit insurance in Florida...InfoBytes
NCUA Issues Final Rules Regarding Appeals Procedures; Proposes Rule Regarding Capital Planning and Stress Testing
On October 30, the National Credit Union Administration (NCUA) issued a final rule expanding the number of material supervisory determinations that can be appealed to the NCUA Supervisory Review Committee (SRC). Under the rule, federally insured credit unions (FICUs) may appeal examination-related...InfoBytes
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
David Baris Quoted in Law360 Article, “Fed Move To Ease Bank Boards’ Load Isn't Pass On Oversight”
Recent Blog Posts
November 10, 2017
OCC Updates Policies and Procedures to Clarify Impact of CRA Ratings on Licensing Applications
November 9, 2017
Acting Comptroller Argues for Removing Separation Between Banking and Commerce
November 7, 2017
Federal Banking Agencies Seek Comments on Proposal to Further Streamline Call Reports
November 7, 2017
FinCEN Announces Final Rule Restricting North Korea’s Access to U.S. Financial System; Issues Advisory Regarding North Korean Strategies
November 3, 2017
CFPB Launches Beta Version of HMDA Platform