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Bank Counseling & Compliance

Practice Overview

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.

Bank Formation, Acquisitions, Structural Changes, and Capital Formation

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.

Bank Regulatory

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

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.

Executive Compensation & Benefits

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.

New Products

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.

Director & Officer Liability and Defense

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.

Troubled Banks

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.

Bankruptcy Trustee

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.

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Our Bank Counseling & Compliance Team