Overview
Locke Lord attorneys are skilled in the representation of domestic and international financial institutions in transactional, legislative, regulatory and litigation-related matters. Our clients range from community banks to money-center financial institutions and include finance companies, credit unions, credit card issuers, leasing companies, specialty finance lenders, trust companies, commercial banks and savings institutions, industrial loan companies, mortgage originators and insurance companies. We perform a multitude of essential services in today's complex regulatory environment, including the following examples:
- Acquisitions and mergers of commercial banks and savings institutions
- Antitrust matters
- Asset-based and cash flow financing
- Capital raising transactions, including public debt and equity offerings, private placements and trust preferred transactions
- Bank Holding Company Act and Savings and Loan Holding Company Act registration and compliance
- Branch purchases
- Chartering and insurance of accounts of de novo commercial banks and savings institutions
- Change in Bank Control Act rebuttals and notice filings
- Consumer disclosure issues, including the preparation of contracts and forms
- Corporate Governance
- Conversion from/to federal or state charter
- Cross Industry mergers
- Data security
- Defense of lender liability claims
- Defense of class action litigation
- Demutualizations by savings institutions, including the formation of private Mutual Holding Companies (MHC), minority stock offerings by MHCs and full conversions
- Director and officer liability insurance coverage
- Dodd-Frank Wall Street Reform and Consumer Protection Act compliance
- Enforcement representation
- Environmental exposure and remediation
- Equipment leasing
- Examination report response strategies
- Fraud investigations and response
- Hedge fund investment in bank equity
- Insurance activities by bank affiliates, including licensing, policy adoption and documentation, life insurance premium finance, complaints, market conduct examinations and enforcement actions
- Intercreditor agreements, loan syndications, participations and subordinations
- Lending limits, transactions with affiliates and loans to insiders
- Letters of credit and credit enhancement transactions
- Litigation
- Online delivery of financial services and electronic payment systems
- Mergers
- Negotiating outsourcing contracts
- Public Company Accounting Oversight Board compliance
- Pre-merger compensation restructuring and tax planning
- Product development and technology
- Proxy contests
- Qualified and non-qualified cash and stock compensation arrangements
- Real estate financing and construction lending, including environmental consultation
- Regulatory and compliance counseling involving consumer protection and other laws, including the Bank Secrecy Act, Home Mortgage Disclosure Act, Truth in Lending Act, Real Estate Settlement Procedures Act, the USA Patriot Act, Community Reinvestment Act and fair lending compliance
- Representation before federal regulatory agencies, or matters involving regulatory applications and the chartering process, including the Office of the Comptroller of the Currency (OCC), Federal Deposit Insurance Corporation (FDIC), Federal Reserve Board (FRB), and Financial Crimes Enforcement Network (FINCEN)
- Approve true sale opinions involving loan sales
- Sale and purchase of loan portfolios, including troubled assets
- Special Board Committee representation
- SEC registration and periodic reporting and Sarbanes Oxley compliance
- Subprime mortgage agreement renegotiations
- Workouts, creditor’s rights and bankruptcy
Our goal is to provide exceptional legal services, to be responsive to our clients’ needs and to efficiently manage the cost of our services for all clients, whether leading national or international financial institutions or small local banks. Our diverse client base allows our attorneys to work with talented, creative leaders in a wide variety of situations - experience that provides added value to our clients.
Financial Institution Regulatory Compliance
Locke Lord attorneys provide regulatory counsel on operational issues, enforcement, examination and supervisory matters involving the Federal Reserve, Securities & Exchange Commission, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation, Financial Crimes Enforcement Network, and all state regulatory authorities.
The ability to have a voice in government affairs and legislation is vital to financial services companies. We provide comprehensive federal, state and local legislative counseling for our clients, including strategic planning, monitoring and complete lobbying activities in Washington, D.C., and across the country.
We advise banks and savings institutions on compliance with existing powers and activities regulations, risk management and compliance issues involving a number of consumer compliance laws and regulations. These include the Federal Deposit Insurance Act, National Bank Act, Home Owners Loan Act (HOLA), Bank Secrecy Act (BSA) compliance, Dodd-Frank, Gramm Leach Bliley (GLB) privacy and data security requirements, Community Reinvestment Act (CRA), Home Mortgage Disclosure Act (HMDA), fair lending, Truth-in-Lending Act (TILA), Real Estate Settlement Procedures Act (RESPA) and other lending compliance regulations. We also counsel banks and savings institutions on issues related to affiliate and insider transactions.
Locke Lord's network of contacts with financial services regulators at the federal and state levels includes a host of government organizations around the nation. Our financial services attorneys also have broad experience in the tax issues affecting lenders, including IRS reporting requirements relating to canceled debt, foreign depositors, foreclosures and cash receipts. We handle federal income tax and related audits, bank mergers and acquisitions, S-Corporation elections, employee benefit plans, executive compensation programs and ESOPs. Our attorneys work on state property and use taxes and related disputes, franchise tax minimization strategies and ad valorem tax disputes.
On the global front, Locke Lord attorneys provide regulatory counsel to international financial services companies, particularly relating to their activities in Mexico and South America. We have developed extensive knowledge regarding Mexican financial institutions and loans involving Mexican assets and borrowers.
Financial Institutions Chartering, Insurance of Accounts and Conversions to Alternative Charters
We serve as lead counsel in developing a legal structure that best meets the business plan requirements of groups organizing a de novo banking institution. Our attorneys advise such groups on the appropriate form of financial institution charter, selecting from the different federal and state bank and savings institution choices.
We act as counsel in filing all necessary charter and insurance of accounts applications with the appropriate federal or state chartering authorities and the FDIC. We also work with existing institutions in choosing alternative charters and filing the necessary applications to convert from state or federal savings institution to commercial bank or visa versa. We also counsel credit unions that seek a more appropriate charter for their business plan to meet the requirements of the National Credit Union Administration (NCUA), and the appropriate bank regulator for conversion to a federal or state savings institution charter.
Financial Institutions Mergers and Acquisitions
Locke Lord helps commercial banks, bank holding companies and savings institutions in connection with the negotiation and consummation of financial institution mergers and acquisitions. We provide our clients with securities law advice in connection with funding and obtaining shareholder approval of such acquisitions.
Our lawyers handle all applications and notices to state and federal bank regulatory agencies in connection with the approval of mergers, acquisitions and related matters. We also prepare the necessary filings with the SEC, draft proxy statements and advise regarding shareholder meetings. Our attorneys consult on a pre-acquisition basis with clients in restructuring compensation arrangements to ensure they comply with relevant federal and state banking rules and Sections 162(m) and 280(g) of the Internal Revenue Code in the event the company is acquired.
We work with acquirors to advise them on the effect of existing compensation arrangements on the cost of an acquisition. We counsel clients in structuring covenants not to compete and advise former officers and directors of the applicability of such covenants to their post merger business activities.
Our lawyers have handled the acquisition of hundreds of banks nationwide. From pre-merger compensation planning to defending against non-compete clauses, Locke Lord's experience with merger and acquisition issues is comprehensive.
Capital Raising
Our firm is experienced in representing banks and holding companies in raising capital through the issuance of various forms of securities such as common stock, perpetual preferred, trust preferred and subordinated debt.
We counsel clients on structuring hybrid instruments to meet regulatory capital eligibility and investor requirements. We have represented banks in dozens of transactions involving the issuance of over a billion dollars in trust preferred securities to pulling entities.
Demutualization, Mutual Savings Institution Conversion and Mutual Holding Company Reorganization
Our attorneys are national leaders in the field of demutualizing savings institutions. We have served as issuer’s counsel and underwriters’ counsel in the preparation of all necessary state and federal regulatory and SEC filings to effect the change from the mutual to stock form. We have also prepared all necessary corporate articles of incorporation and bylaw amendments and board committee charters in accordance with best corporate governance practices. We have counseled our clients on the legal transition from mutual to stock and the relationship with public shareholders. We have significant experience with the savings institution mutual holding company and full conversion subscription offering.
Shareholder Relations, Corporate Governance and SEC Registration and Reporting
Our firm has significant experience in representing underwriters and issuers of bank securities in all aspects of disclosure compliance and underwriter sales and distribution.
We advise companies and officers and directors as to their obligations under Federal Securities, State Blue Sky and exchange rules. We also advise as to obtaining favorable recommendations from shareholder advisory services. We counsel banks as to solicitation strategies for shareholder approval of significant proposals, and opposition to inappropriate intrusions by shareholders into matters committed exclusively to the Board of Director and proxy contests. We work with Boards and Board Committees in special circumstances such as investigations, compliance, and compensation matters. We draft bylaws, committee charters and procedures for executing Board policies.
Financial Services Convergence
Locke Lord has firsthand experience with the ongoing convergence of banking and other financial services; we have helped banks overcome the corporate, bank regulatory and insurance regulatory challenges of forming, acquiring and operating insurance sales operations. We draw on the skills of attorneys from our insurance practice group who are skilled in handling captive insurance and other insurance underwriting activities.
We work with insurance companies to obtain the approval of the bank regulatory agencies to charter and insure the deposits of de novo bank affiliates. We also advise insurance companies that own bank or thrift affiliates how to navigate the maze of laws, regulations and policies applicable to them in order to meet state insurance and federal bank regulatory reporting and compliance requirements.
Specifically, our attorneys advise insurance companies that are Bank Holding Companies or Savings and Loan Holding Companies under Federal Reserve Board Regulations on transactional and reporting requirements. We also advise insurance companies acquiring or operating banks or thrifts about requirements under the appropriate Holding Company Act and prepare applications for federal regulatory approval of such acquisitions or activities.
Real Estate Lending
Locke Lord represents banks and savings institutions in connection with construction lending and permanent financing secured by real estate and leasehold mortgages. Our real estate lawyers have negotiated, drafted and closed mortgage loans secured by office buildings, hotels, shopping centers, warehouses, distribution centers, industrial facilities, multi-family residential developments, resort properties and educational and cultural facilities.
We understand how a real estate loan may be affected by zoning issues, lien claims, developer liability, municipal regulations and environmental issues. We can adapt to the unusual structures sometimes required to meet a borrower’s unique needs. We represent developers, contractors and institutional users as well as lenders.
Our attorneys represent lenders from coast to coast and have significant experience with environmental issues that can affect real estate loans. Clients come to us for environmental studies and assessments before deals go through - Locke Lord can be counted on to accurately pinpoint the potential for environmental liability in any deal.
Commercial Lending
Locke Lord represents national and regional lenders in a variety of secured and unsecured lending transactions. We bring a practical, responsive approach to meeting our clients’ needs—whether the lender is acting individually or as an agent, with a single borrower or multiple borrowers. Our documents are clear and straightforward, yet comprehensive and fully protective of our clients’ interests.
Clients seek our representation in multi-state and cross-border transactions. We have provided borrowers with a variety of pricing options and have protected lenders with our knowledgeable application of the Uniform Commercial Code. Our commercial lending attorneys have experience with many types of collateral, including collateral with specialized perfection requirements, from aircraft, locomotives and ships, to proceeds of litigation, to various types of intellectual property. We know how to deal with the hidden risks of lending to borrowers whose collateral may be subject to “shadow” liens, such as “hot goods,” PACA and PASA. Our experience with loan documentation and our understanding of commercial transactions, especially in the middle-market, is a valuable supplement to a lender’s own due diligence. We are experienced with syndications, participation agreements, subordination agreements and intercreditor agreements. We can protect lenders against the claims of the IRS and other tax authorities, employees, processors, warehousemen, landlords, consignors and other third party claimants who might otherwise obtain superior rights in a lender’s collateral.
Locke Lord represents lenders in connection with loans to manufacturers, distributors, insurance companies, the transportation sector, importers, service companies and non-profit institutions. From representing a borrower in a $1.45 billion syndicated credit facility to representing a lender in $23 million in term loans and revolving facilities, our firm has the depth of experience to handle any commercial lending transaction.
Bank Litigation
Our trial lawyers aggressively defend banks and financial institutions in lender-liability actions brought in both commercial and consumer contexts, in both individual and class actions. Our attorneys are recognized authorities in this field and frequently publish and speak on topics related to the defense of lender liability defense and class action claims.
Our Bank litigation group routinely defend banks, mortgage companies, retail credit card issuers and other creditors in consumer finance class actions involving allegations of consumer fraud, RICO claims and violations of truth-in-lending laws. We are experienced in defending cases brought under the Fair Debt Collection Practices Act (FDCPA), the Real Estate Settlement Procedures Act (RESPA), the Truth-in-Lending Act (TILA) and the Fair Credit Reporting Act (FCRA). Locke Lord has a national reputation for the defense of “bet the company” claims. Our experience permits us to quickly grasp legal and factual issues and develop a refined defensive strategy. Creative preliminary motion practice can lead to early dismissal or nuisance-value settlement of class action cases.
We also represent banks in court and arbitration actions involving fiduciary and employee claims. Their claims range from disputes involving employment contracts to the bank’s obligations as to employees and under defined benefit plans. Our bank litigators work with our banking practice group to develop litigation strategies which are consistent with the peculiar regulatory obligations of banks. We also counsel banks as to their strategies involving shareholder disputes under applicable securities laws.
Bankruptcy/Workout/Creditors Rights
Locke Lord's bankruptcy and workout practices meet the needs of secured lenders facing troubled loan situations by combining the skills of experienced bankruptcy practitioners, bank transactional lawyers and litigators, all of whom work together to identify and implement the best possible solutions. We help lenders understand the warning signs of a deteriorating facility, assess the enforceability of the loan documents and maintain or improve collateral positions.
Our experience in the defense of lender-liability claims permits us to protect our clients from control claims, the imposition of fiduciary duties and equitable subordination claims. The lawyers in this practice group have experience with workouts involving forbearance agreements and loan restructuring, liquidation of collateral through assignments for the benefit of creditors, foreclosures and the disposition of collateral under Article 9 of the Uniform Commercial Code.