Industry services

Financial services

Expertise
If you are in the financial services industry, you operate in an ever-changing environment – and you need attorneys and counselors who know how to account for and maneuver within it too. Our understanding of the intricacies of the financial services industry enables us to effectively provide legal and business advisory services to a wide range of clients that include:
  • National banks
  • Global banks
  • Regional and community banks
  • Insurance companies
  • Commercial finance companies 
  • Hedge and private equity funds 
  • Mezzanine and subordinated debt lenders

Services to clients in the financial service industry include
  • Regulatory and litigation 
    Our understanding of the intricacies of the regulatory landscape enables us to effectively plan for transactions, advise on compliance with regulations and efficiently plan litigation strategy. Our attorneys can counsel you through all phases of litigation, and have experience with majority securities fraud actions, derivative actions and insider trading cases. We quickly understand the key business and legal issues which are important to the matter and respond. Our litigators counsel clients through all phases of litigation from initial investigation to mediation or trial, and through the appeal process. Our attorneys have litigated major securities fraud actions, derivative actions and insider trading cases throughout the nation and counseled special litigation committee reviews of the conduct of offering transactions. Other services include:
    • Banking regulatory applications
    • Breach of covenants, non-compete and other restrictive covenants
    • Commercial foreclosure actions
    • Employee raiding 
    • FDIC directors and officers liability
    • FINRA arbitrations
    • Garnishments
    • Industry disputes 
    • Lender liability claims
    • Promissory notes 
    • Subpoenas
    • Writs
  • Securities and mergers and acquisitions 
    We have experience advising financial Institutions on private placement offerings of securities, at the market offerings, underwritten offerings, conduct of exchanges of debt or trust preferred securities to equity, TARP repayment, and bank note offerings in transaction amounts from a few million to more than $1 billion. Our understanding of the regulatory environment positions our clients well for recapitalizations of complex instruments and for the effective conduct of due diligence. We have counseled banking clients on the acquisition of banks and bank holding companies, trust companies, entering into joint ventures, as well as divestitures and acquisitions of branch banking offices. Our attorneys also have expertise advising financial institutions on implementation of mechanisms to improve shareholder engagement and shareholder reporting for both private and public companies.

We also routinely counsel financial institutions, third-party vendors and their officers and directors in the following areas:
  • Bank Holding Company Act
  • Bank Secrecy Act and Anti-Money Laundering compliance, including:
    • SA/AML regulatory actions and litigation 
    • Transaction monitoring
    • Know Your Customer
    • Enhanced due diligence 
    • Filing of Suspicious Activity Reports
  • Changes in the Bank Control Act
  • Class action defense
  • Commercial financing transactions
  • CFPB and OCC examinations and investigations 
  • Commercial and consumer lender liability
  • Data privacy and cybersecurity
  • Directors, officers, and fiduciary liability
  • Enterprise risk management
  • Executive compensation and governance 
  • Fair lending
  • Federal preemption
  • Internal investigations
  • Restructuring 
  • Risk management
  • Third-party risk management

Attorneys

Attorneys

James E. Stief profile image

James E. Stief

Shawn M. Riley profile image

Shawn M. Riley

Scott N. Opincar profile image

Scott N. Opincar

Antoinette M. Pilzner profile image

Antoinette M. Pilzner

Raquel (Rocky) A. Rodriguez profile image

Raquel (Rocky) A. Rodriguez

Chad Arfons profile image

Chad Arfons

John T. Metzger profile image

John T. Metzger

Jeremy M. Colvin profile image

Jeremy M. Colvin

Jeffrey R. Huntsberger profile image

Jeffrey R. Huntsberger

Richard H. Blake profile image

Richard H. Blake

Susan Millradt McGlone profile image

Susan Millradt McGlone

Michael G. Latiff profile image

Michael G. Latiff

Jessica T. Lifshitz profile image

Jessica T. Lifshitz

Alexa Guevara profile image

Alexa Guevara

Jason M. Smith profile image

Jason M. Smith

Michael G. Riley profile image

Michael G. Riley

Timothy J. Lowe profile image

Timothy J. Lowe

David G. Johnson profile image

David G. Johnson

Representative Matters
  • Representing financial institutions on securities offerings, recapitalizations, andmergers and acquisition transactions
  • Counseling clients on compliance with banking regulation, preparation for regulatoryreform, and communicating with regulators on applications, notices and
    other matters
  • Representation of financial institutions in matters involving claims under RICO,federal securities laws, truth in lending, fraud, breach of fiduciary and counseling
    on regulatory duty, conversion, embezzlement, and breach of contract
  • Representation of financial institutions and their directors in complex and class action litigation involving, among other things, lender liability in commercial and
    consumer loan context, allegations of fraud, breaches of fiduciary duties, and professional malfeasance in state and federal courts and in administrative proceedings
  • Representation of financial institutions in cases involving allegations of predatorylending practices and violation of federal and state truth-in lending statutes, consumer
    protection statutes, fraud, and racketeering
  • Advising special litigation committee on review of a securities offering transaction
  • Advising financial institutions and financial service providers on implementing appropriate corporate governance procedures to prepare for cyberattack and counsel
    clients on responding to breach of information systems and compliance with applicable law regarding compromise of customer information

Representative matters specific to risk management and regulatory compliance

  • Creating and enhancing compliance policies relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act,Sarbanes-Oxley requirements, anti-money laundering laws (Patriot
    Act and BSA), and other areas
  • Reviewing an organization’s regulatory risks and providing gap analysis
  • Reviewing and improving document retention and electronic document management systems
  • Analyzing current supervisory systems and compliance programs 
  • Rapidly responding to unscheduled regulatory inspections and audits 
  • Creating compliance program testing and employee training
  • Counseling regarding obligations under applicable regulatory regimes
  • Defending enforcement proceedings under CFTC and SEC, white collar crimes, proceedings instituted by CFPB, OCC, FDIC, Federal
    Reserve Banks, FINRA, proceedings instituted by the securities divisions of states, and the stock exchanges
  • Conducting internal investigations
  • Interfacing with regulatory authorities
  • Structuring transactions and entities to ensure applicability of exemptions from registration and regulation under the Investment Advisers Act of 1940 and Investment Company Act of 1940
  • Mergers, acquisitions and and sales of financial institutions, investment advisers and funds

Representative matters specific to litigation

  • Defense of lender liability claims involving improperly endorsed checks and alleged dissipation of deposits
  • Defense of breach of fiduciary duty claims against a bank trust officer
  • Lender liability defense involving alleged wrongful distribution of construction loan proceeds
  • Defense of Fair Debt Collection Practices Act claims
  • Defense of claim for unfair and deceptive trade practices and tortious interference related to bank’s alleged participation in a “lift out” of private banking team
  • Successful defense of counter-claims and achievement of summary judgment against a borrower/guarantor who asserted fraudulent behavior by the loan officer and others in the lending department, and in addition received a multi-million dollar judgment on the banks primary claims against the borrower and individual guarantors
  • Successful defense of a national bank against claims brought in federal court that it had improperly sold a large commercial building while acting as a Qualified Professional Asset Manager for the Pension Fund
  • Obtained unanimous jury verdict in $8.5 million lender liability defense involving issues related to treasury management, document retention and the Uniform Commercial Code—Articles 3 and 4
  • Obtained dismissal of a federal class action lawsuit involving data and identity theft
  • Representation of a corporate trustee in breach of fiduciary duty and Ohio Prudent Investor Act actions
  • Representation of bank directors in private and regulatory director liability actions before federal courts, state courts, and administrative proceedings before the Office of the Comptroller of the Currency
  • Successful representation of a national bank in separate state and federal public nuisance actions brought by the City of Cleveland alleging that the financing of subprime mortgages led to the foreclosure crisis and devastated Cleveland’s neighborhoods and economy; obtained dismissals on proximate causation grounds that were affirmed at both the state and federal appellate level
  • Successful representation of a national bank in a class action alleging claims under the FDCPA, the Ohio Consumer Sales Practices Act, breach of contract, fraud, civil conspiracy, and RICO based upon an alleged failure to provide loan modifications
  • Successful representation of national banks in cases asserting RICO, Ohio Corrupt Activities Act, and conspiracy claims stemming from institutions’ handling of accounts used in alleged Ponzi schemes
  • Successful representation of financial institutions in a matter brought by a third party against the Office of the Comptroller of the Currency seeking Suspicious Activity Reports (SARs) and SARs-related documents; obtained ruling from the Court that the plaintiff was prohibited from obtaining SARs and SARs-related documents pursuant to federal laws and regulations
  • Successful representation of financial institutions in class actions based upon an alleged failure to file timely Article 9 termination statements
  • Successful representation of financial institutions in class actions based upon an alleged failure to ensure that all institution ATMs were ADA compliant
  • Successful representation of financial institutions in matters related to UCC Articles 3 (Negotiable Instruments) and 4 (Bank Deposits and Collection)

Representative matters specific to securities offerings and M&A

  • Acquisition of bank holding company in the Hudson Valley, New York
  • Acquisition of bank branches in New York
  • $6.5 million private placement offering of Ohio thrift holding company
  • Advised Ohio thrift on tax credit limited partnership deal, including banking regulatory requirements and private placement memorandum
  • $625 million Common Stock Offering
  • $1 billion Senior Medium Term Note Offering
  • Repurchase of Series B Preferred Stock issued to U.S. Treasury
  • $1 billion Senior Medium Term Note Offering
  • Completed two Exchange Offerings of Trust Preferred Securities for Common Stock and one Exchange Offering of Preferred Stock for Common Stock
  • $1 billion “At the Market” Offering of Common Stock
  • Underwritten offering of Common Stock
  • Joint venture formation
  • Advised a private fund on broker-dealer, investment company and investment adviser registration requirements and mitigation compliance risk related to conduct of private offerings

Representative matters specific to executive compensation and governance

  • Advising stock exchange listed companies on preparation of proxy statements
  • Serving as independent adviser to the compensation committee of a publicly-traded bank holding company in the development of its compensation philosophy, long-term and short-term incentive programs, equity grant date policy, and award forms.
  • Advising a mutual thrift on implementation of a new benefit plan
  • Designing an equity incentive program to retain and motivate its senior management team following a change of control
  • Advising a compensation committee regarding the implications of change of control on equity plans and designing a retention incentive for its key executives
  • Advising a compensation committee regarding modifications to existing stock rights
  • Briefing the board of directors of a NASDAQ-traded company regarding best practices in corporate governance concerning compensation and the status of regulatory projects under Dodd-Frank legislation, including say-on-pay, pay for performance and claw-backs
  • Negotiating modifications to the CEO employment contract with the compensation committee of a NYSE-traded company
  • Designing and drafting a stock sale and restricted stock grant program as part of a closely-held business succession strategy
  • Modifying the employment agreement of a CEO to comply with deferred compensation law and regulation
  • Designing and drafting a stock appreciation right program
  • Helping a successful private-equity fund design a template for stock option and restricted stock programs that can be used for their representative portfolio companies

Representative matters specific to commercial finance, loan sales and modifications

  • A global bank in connection with a syndicated $220 million multi-currency asset-based revolving credit facility extended to a publicly-traded diversified manufacturer with operations throughout the world. The credit facility included various secured credit lines issued to borrowers in the United States and several foreign countries, as well as the integration of existing complex senior subordinated notes
  • A global bank regarding an $11 million asset-based revolving credit facility and term loan extended to a troubled manufacturer of automotive seating platforms, which included the negotiation of complex accommodation and access agreements with several of the borrower’s suppliers
  • A national bank with an $8 million credit facility (revolving and term loans) to an education services company in connection with a partial repurchase of equity and a refinancing of the existing revolving loan
  • A global bank in connection with an $18 million asset-based revolving credit facility extended to a global leader in commodity management services and distributor of industrial products, including cutting tools, abrasives, special tools, and industrial supplies, which included the negotiation of complex subordination issues
  • A global bank with respect to an $18 million revolving credit facility extended to a distribution and supply chain management business that provides integrated supply solutions to the automotive, heavy truck, aerospace, and medical industries
  • A national bank in connection with a $12 million asset-based revolving credit facility extended to an employee-owned (ESOP) manufacturer of graphite products regarding a loan to the ESOP, which included the negotiation of complex inter-creditor issues with the holder of a $13 million subordinated seller note
  • Modification and extension of $4 million office building loan in West Palm Beach, Florida and $3 million townhome construction loan in Ft. Lauderdale, Florida
  • Sale of $3.5 million acquisition and development loan on 50-unit townhome project in Boca Raton, Florida, $2.5 million land development loan for a single family home project in St. Lucie County, Florida, and $1.5 million loan secured by strip retail center in Broward County, Florida
  • Loan workout of $1 million loan secured by retail grocery store business in Stuart, Florida
  • Modification, extension and cross collateralization of four related mortgage loans on commercial property located in Palm Beach, Florida
  • Loan workout of $1 million loan secured by retail grocery store business in Stuart, Florida
+