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 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. We also helps banks, financial services institutions, and fintech companies deliver an enterprise-level “whole institution” perspective to their regulators — from risk and data management to capital planning, governance and other prudential issues — which can empower firms to execute on anticipated growth strategies and significantly expedite the lifting of limitations.
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 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 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 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.
Articles
"The hazy legal landscape of cannabis: A review" by Fredrick S. Levin, Daniel P. Stipano, Katherine L. Halliday, and Benjamin W. Hutten (Los Angeles Daily Journal)
The legality of cannabis varies widely on what product is at issue and what law applies. There is significant divergence, and at times direct conflict, between state and federal laws. Under federal law, a slight difference in chemical composition or the marketed use of a product can determine...
Articles"Banks need to prep for OFAC Cuban ‘U-Turn’ exception limits" by Benjamin W. Hutten (Bloomberg Law)
The Department of the Treasury’s Office of Foreign Assets Control recently announced changes to its Cuba sanctions intended to further financially isolate the Cuban government. Most importantly, OFAC will effectively rescind the “U-Turn,” an exception to the Cuban embargo that allowed U.S. banks to...
Articles"Legislative developments in compliance: The Coordinating Oversight, Upgrading and Innovating Technology, and Examiner Reform Act" by Daniel P. Stipano (FiSCA Currents)
The House Financial Services Committee voted unanimously in May to approve what could become the first anti-money laundering legislation passed since the USA PATRIOT Act in 2001, and the first legislation aimed at reforming the Bank Secrecy Act (BSA). The Coordinating Oversight, Upgrading and...
Articles"The Edge Act: Another avenue for removal" by Amanda R. Lawrence, Scott T. Sakiyama, and Nancy H. Turner (American Bar Association)
As any first-year law student could tell you, “Any civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant or the defendants, to the district court of the United States . . . where such action is pending.”...
Articles"Reducing the regulatory risk of merchant cash advances and factoring" by Clinton R. Rockwell, Moorari K. Shah, and Lauren Frank (Law360)
A growing number of courts and regulators have reached different conclusions on whether factoring and merchant cash advances constitute loans subject to state lender licensing and usury regulations, leaving many factoring companies and their clients without legal certainty about the nature of the...
Articles"Banks looking for common ground on CRA modernization" by Warren W. Traiger and Caroline K. Eisner (Banking Exchange)
Regulatory officials in recent days have taken what appear to be initial, tentative steps toward the daunting task of revising the Community Reinvestment Act: They are talking publicly about it. That is of no small significance, given that the conversation is fraught with some of the most complex,...
Articles"What commenters have to say about proposed CRA updates" by Warren W. Traiger and Caroline K. Eisner (Law360)
Finally, almost a decade after announcing a joint effort to modernize the Community Reinvestment Act, the prudential regulators have signaled that revisions are in the offing. Over the last two months, representatives from the Office of the Comptroller of the Currency, Federal Deposit Insurance...
Articles"Avoiding monetary penalties after OCC enforcement orders" by Daniel P. Stipano (American Bar Association Business Law Today)
In recent years, the OCC has aggressively used its cease and desist authority to address a variety of supervisory problems, including unfair or deceptive acts or practices, Bank Secrecy Act/anti-money laundering, and safety and soundness. As a result, there are a sizeable number of consent cease...
Articles"Takeaways from military member complaints at CFPB" by Jeffrey P. Naimon, Sasha Leonhardt, and Christina R. Smith (Law360)
The Consumer Financial Protection Bureau ’s Office of Servicemember Affairs recently released a report highlighting issues facing military consumers based on complaints submitted by service members, veterans and their families. This report identifies categories and trends among the approximately 48...
Articles"Banks shouldn’t be middleman in revealing true account owners" by Daniel P. Stipano (American Banker)
The objectives of a recent Financial Crimes Enforcement Network rule — requiring financial firms to verify the identities of true account owners — are undoubtedly laudable. But whether the regulation achieves those objectives is another question. The agency’s Customer Due Diligence rule went into...
ArticlesC-Suite Financial Services Review: Anchoring your compliance management system in today’s regulatory environment
Financial services companies have welcomed recent efforts by the federal government to minimize regulatory burden on the industry and view this trend as opening the door to innovation, development, and expansion. Among the most pressing questions these companies face as they explore new...
C-Suite Review"The Home Mortgage Disclosure Act: Common compliance challenges" by Sherry-Maria Safchuk and Frida Alim (The Review of Banking & Financial Services)
Since 2015, financial institutions have been inundated with reviewing and implementing numerous changes to the Home Mortgage Disclosure Act (“HMDA”) as required by the Dodd-Frank Act. The act transferred HMDA rulemaking authority to the Bureau of Consumer Financial Protection (“Bureau”), added new...
Articles"Improving your odds on the gambling frontier" by Andrew R. Louis, Kathryn L. Ryan, and Tim Lange (SportsBusiness Journal)
The Supreme Court has laid the groundwork for sports betting in any state that wants it, but those predicting an imminent land grab by betting houses may not fully appreciate the deliberate and occasionally painstaking process that most states will likely implement. Careful planning now to...
Articles"Can you comment when SARs come up?" by Preston Burton and Katherine L. Halliday (Banking Exchange)
Recent news related to the investigation of Russian influence in the U.S. political process has drawn the public’s attention to the Suspicious Activity Report (SAR) system and raised questions about its integrity. Financial institutions, among others, are required to file SARs with the Treasury...
ArticlesC-Suite Financial Services Review: Building a Better Compliance Management System
The change in leadership and direction at the Consumer Financial Protection Bureau has prompted many providers of consumer financial services to question the importance of a rigorous, well-coordinated compliance management system. Changing emphasis and easing back — and saving some time and expense...
C-Suite Review"Recent decisions could fuel escheatment audits" by Valerie L. Hletko (Law360)
The centuries-old, common-law principles by which sovereign entities take unclaimed or abandoned property are coming under renewed scrutiny in the United States, as states pursue different policies that threaten to trigger legal disputes. Companies whose businesses give rise to these types of...
ArticlesAndrew L. Sandler and Michelle L. Rogers 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...
ArticlesAndrew 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...
ArticlesBehavioral Science for Incentive Compensation Reviews
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...
ArticlesSpecial Alert: Maryland Ruling Opens New Front in Battle Over Bank Partnership Model
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
News & Blogs
OCC announces charges, settlements with former executives on account openings
On January 23, the OCC issued a notice of charges against five former senior executives for allegedly failing to adequately ensure a national bank’s incentive compensation plans regarding sales practices operated in accordance with bank policy. (See previous InfoBytes coverage here .) The relief...
InfoBytesOCC releases December enforcement actions
On January 16, the OCC released a list of recent enforcement actions taken against national banks, federal savings associations, and individuals currently and formerly affiliated with such entities. The new enforcement actions include formal agreements, prohibition orders, and terminations of...
InfoBytesFed provides FAQs for tailoring rules
On January 13, the Federal Reserve Board (Fed) issued SR 20-2, “Frequently Asked Questions on the Tailoring Rules” (FAQs) applicable to bank holding companies, savings and loan companies, U.S. intermediate holding companies with $100 billion or more in total assets, and certain depository...
InfoBytesFDIC releases November enforcement actions
On December 27, the FDIC announced a list of administrative enforcement actions taken against banks and individuals in November. The 14 orders include “two consent orders; one civil money penalty; one order terminating consent order; one supervisory prompt corrective directive action; five section...
InfoBytesWarren W. Traiger quoted in Wall Street Journal article, “Banks Caught in Regulators’ Squabble Over Low-Income Loan Rules”
“It is a little bit of a war between the regulators,” is how Warren W. Traiger described the situation when the Federal Reserve unveiled an alternative approach to a plan recently released by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp to overhaul rules for...
In The NewsJames McGuire profiled in Law.com article, “Buckley Taps MoFo's Financial Services Litigation Leader to Guide SF Office”
James McGuire was profiled in a January, 8, 2020 Law.com article, “Buckley Taps MoFo's Financial Services Litigation Leader to Guide SF Office, which reported on McGuire joining the firm. McGuire said, “Buckley is chock full of lawyers who know the regulatory complexities and the ins and outs of...
In The NewsWarren W. Traiger quoted in American Banker article, “Regulators' powerful incentive to fast-track CRA reform”
Warren W. Traiger was quoted on January 6, 2020 in an American Banker article, “Regulators' powerful incentive to fast-track CRA reform,” which discussed how the Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. are seeking quick acceptance of their recommended changes...
In The NewsDaniel P. Stipano quoted in a Wall Street Journal article, “Regulators ask banks about preparations for Libor’s demise”
Daniel P. Stipano quoted on January 3, 2020 in a Wall Street Journal article, “Regulators ask banks about preparations for Libor’s demise,” which discussed how financial regulators are asking banks about their plans to manage the risks stemming from the planned demise of Libor, a key benchmark...
In The NewsFed issues new fintech compliance bulletin
On December 17, the Federal Reserve Board (Fed) released a new issue of the Consumer Compliance Supervision Bulletin focusing on supervisory insights into consumer compliance issues related to fintech to assist financial institutions with assessing and managing risk associated with technological...
InfoBytesFDIC issues brokered-deposits proposal
On December 12, the FDIC issued a notice of proposed rulemaking (NPRM) requesting comments on revisions to the agency’s brokered deposit regulations implementing Section 29 of the FDI Act, and also issued an associated factsheet . The regulations were originally implemented in the late 1980s, and...
InfoBytes
Press Releases & Announcements
Buckley recognized by Chambers USA as a “first-rate firm” in financial services; “crème de la crème” for White Collar practice
Buckley has once again received top recognition in financial services regulation and white collar crime/government investigations from Chambers USA, which ranks the country’s leading firms and lawyers in a range of practice areas based on research and client interviews.
In total...
AnnouncementsGordon Miller joins Buckley Sandler
WASHINGTON, DC (August 13, 2018) – Buckley Sandler LLP announced today that banking regulatory lawyer Gordon L. Miller has joined the firm as a Senior Counsel in its Washington, D.C., office. Miller brings more than three decades of public- and private-sector experience in bank regulation,...
Press ReleasesBuckley Sandler represents Old Dominion National Bank in a $38.7 million private offering
Buckley Sandler LLP represented Old Dominion National Bank in an oversubscribed private offering of common equity, which raised approximately $38.7 million from about 320 accredited individual investors.
This was the bank's second successful private placement of common equity since...
AnnouncementsBuckley Sandler recognized by Chambers USA as “an excellent firm” with “a fine stable of expert attorneys”
Buckley Sandler once again has received top recognition in financial services regulation and white collar crime/government investigations from Chambers USA, which ranks the country’s leading firms and lawyers in a range of practice areas by researching the firms and interviewing...
AnnouncementsBuckley Sandler Represents FVCBankcorp in its Acquisition of Colombo Bank
Buckley Sandler LLP represented FVCBankcorp, Inc. (FVCB) in its acquisition of Colombo Bank in a cash and stock transaction for total consideration valued at approximately $33.3 million. Following the closing of the transaction, expected in the fourth quarter of 2018, Colombo will merge into...AnnouncementsBuckley Sandler Represents Luther Burbank Corp. in $150 Million IPO
Buckley Sandler LLP represented Luther Burbank Corp., a bank holding company headquartered in Santa Rosa, California, in its recent initial public offering of common stock, which raised gross proceeds of approximately $150 million.
Luther Burbank...
AnnouncementsBest Lawyers in America Recognizes 11 Buckley Sandler Partners for 2018
Buckley Sandler is pleased to announce that 11 of its partners have been recognized by their peers for inclusion in Best Lawyers in America® 2018.
Partners Jeremiah S. Buckley,...
AnnouncementsDaniel 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...
AnnouncementsFormer Deputy Chief Counsel for Office of the Comptroller Joins BuckleySandler
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 ReleasesBuckley 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
Our Bank Counseling & Compliance Team
Partners
Counsel
FYI
"Banks need to prep for OFAC Cuban ‘U-Turn’ exception limits" by Benjamin W. Hutten (Bloomberg Law)
"Legislative developments in compliance: The Coordinating Oversight, Upgrading and Innovating Technology, and Examiner Reform Act" by Daniel P. Stipano (FiSCA Currents)
"The Edge Act: Another avenue for removal" by Amanda R. Lawrence, Scott T. Sakiyama, and Nancy H. Turner (American Bar Association)
Recent Blog Posts
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January 24, 2020
OCC announces charges, settlements with former executives on account openings
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January 22, 2020
OCC releases December enforcement actions
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January 17, 2020
Fed provides FAQs for tailoring rules
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January 8, 2020
FDIC releases November enforcement actions
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December 20, 2019
Fed issues new fintech compliance bulletin