Bank Regulatory & Transactions

We perform a multitude of essential services in today's complex regulatory and transactional environment, including the following:

• 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 subordinated debt transactions
• Bank holding company and thrift holding company registration and compliance
• Branch purchases, sales and closures
• CARES Act compliance
• 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
• Demutualizations by savings institutions, including the formation of private mutual holding companies (MHC), minority stock offerings by MHCs and full conversions
• De Novo banking institutions
• Director and officer liability insurance coverage
• Dodd-Frank Wall Street Reform and Consumer Protection Act compliance
• Enforcement representation
• Examination report response strategies
• Executive compensation
• Employee stock ownership plans
• FinTech banking
• Hedge fund investment in bank equity
• Intercreditor agreements, loan syndications, participations and subordinations
• Lending limits, transactions with affiliates and loans to insiders
• Letters of credit and credit enhancement transactions
• Negotiating outsourcing contracts
• Pre-merger compensation restructuring and tax planning
• Product development and technology
• Proxy contests
• Qualified and non-qualified cash and stock compensation arrangements
• Regulatory and compliance counseling involving consumer protection (CFPB) and other laws
• 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)
• Representation before state regulatory agencies
• Sale and purchase of loan portfolios, including troubled assets
• Small Business Administration guaranteed loans
• Special Board Committee representation
• SEC registration and periodic reporting and Sarbanes-Oxley compliance
• Tax disputes

Our lawyers also have experience in the following areas:

Regulatory Compliance

Our lawyers provide comprehensive counseling, advice and representation to domestic and international financial institutions on transactional, legislative, regulatory and litigation-related matters. We provide regulatory counseling and advice on the numerous federal lending statutes and regulations, including:

• TILA
• RESPA
• HMDA
• FCRA
• ECOA
• FDCPA
• Their respective implementing regulations, on state debt collection, UDAAP and other consumer protection statutes and regulations, and on state licensing issues

Mergers and Acquisitions

Locke Lord helps commercial banks, savings institutions and bank and savings institution holding companies with mergers and acquisitions. We provide our clients with banking and securities law advice in connection with funding and obtaining shareholder approval of such transactions.

Capital Raising

Our Firm is experienced in representing banks and holding companies in raising capital through the issuance of common stock, perpetual preferred, trust preferred and subordinated debt. We counsel clients on structuring hybrid instruments to meet regulatory capital eligibility and investor requirements.

Demutualization, Mutual Savings Institution Conversion and Mutual Holding Company Reorganization

Our lawyers are national leaders in the field of demutualizing savings institutions. We have served as issuer's counsel and underwriter's 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 prepared all necessary corporate articles of incorporation and bylaw amendments and board committee charters.

Shareholder Relations, Corporate Governance and SEC Registration and Reporting

Our Firm has significant experience in representing issuers and underwriters of bank securities in all aspects of disclosure compliance and sales and distribution. We advise companies and officers and directors as to their obligations under Federal Securities, State Blue Sky and trading exchange rules.

UK Banking Regulatory

Our lawyers have advised leading banks and financial institutions on the launch of new and innovative finance products in the UK’s increasingly challenging regulatory environment. We have also provided guidance and advice to an extensive range of banks and financial institutions in relation to gaining authorization to engage in regulated activity from the Financial Conduct Authority and ongoing compliance.