Few industries are as fiercely competitive and as aggressively regulated and supervised as banking. Buckley delivers regulatory, enforcement, transactional, and litigation counsel to federal and state-chartered depository institutions and their holding companies.
Our clients include banking institutions of all sizes — global banks, domestic banks, regional and community banks, and specialty banks. We also help banks, financial services providers, and fintech companies perform “whole institution” enterprise-level oversight — from risk and data management to capital planning, governance, and other prudential issues — which can resolve regulators’ concerns, help firms grow, and expedite the lifting of limitations.
- We conducted a comprehensive compliance review for a large bank to identify laws and regulations applicable to various lines of business and internal bank processes, including deposits, credit cards, mortgages, and consumer loans, and to review the related support functions of a number of affiliates of the bank.
- We have provided ongoing regulatory advice to a bank, including evaluation of its Community Reinvestment Act performance and related issues, assistance with fair lending self-assessments, review of the bank's appraisal program, and advice on multifamily loan origination policy based on state-issued guidance.
- We advised a publicly traded, multinational financial services corporation in its efforts to acquire U.S. banking operations, including the performance of extensive due diligence on the target bank and analysis of the proposed business plans. We also advised the company as it considered the bank holding company application process, assessing the proposed transaction against applicable banking law, including the Bank Holding Company Act and the Change in Bank Control Act; drafting application materials; engaging with state and federal regulators; and advising the company on the steps necessary to obtain regulatory approval and analyzing alternative transaction structures.
- We assisted a national bank to ensure that its online mortgage loan origination portal was compliant with relevant federal consumer financial laws, including the Truth in Lending Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, ESIGN Act, and CAN-SPAM Act, by identifying features of the portal that triggered key regulatory requirements or could attract regulatory scrutiny, and developing procedures and scripts designed to assist mortgage applicants.
- We advised a large U.S.-based financial institution on its participation in a mobile P2P payments network. We reviewed the network’s operating rules and payment transactions, renegotiating existing contracts to enable its participation, and negotiating extensive amendments to its existing payment processing and related outsourcing contractual arrangements to handle transactions by its customers on the network.
- We assisted a large international financial institution prepare reports demonstrating compliance with the requirements of a U.S. banking agency consent order.
- We advised a private equity fund on regulatory due diligence for a noncontrolling equity investment in a bank participating in marketplace lending.
Buckley works with national and state-chartered commercial banks, federal and state-chartered thrifts, and credit unions in complying with the laws and regulations governing their operations. Our experience includes advising on bank formation 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 comply with capital, liquidity, reserve, credit rating, affiliate transaction, and corporate governance requirements (including those under the Sarbanes-Oxley Act, the Dodd-Frank Act, and other sources of director and officer responsibilities), as well as to comply with payment system requirements and e-commerce laws and regulations (including those related to investing in digital assets and making payments using digital currency). 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 standards 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. Our lawyers regularly present to clients on the latest developments and provide recommendations on strengthening corporate governance practices.
Buckley assists banks and holding companies in developing new financial products and services that are permissible as part of, or incidental to, banking while remaining 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 these companies.
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 as receiver of the failed bank 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 ensure that bank boards and management conduct business in a manner that protects them.
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, white-collar crime prosecutors, and experienced civil and criminal litigators.
Our firm advises on issues that banks and their holding companies, directors, and officers face when confronted with a threat to their 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 FDIC, Office of the Comptroller of the Currency, Federal Reserve Board, Securities and Exchange Commission, Department of Justice, and other regulatory and enforcement authorities. We help our clients conduct internal investigations, and represent directors and officers of insolvent banks, thrifts, and their holding companies through bank receivership and bankruptcy processes. We are also involved in transactions and design strategies that help our clients increase capital levels in order to avoid or delay regulatory enforcement actions and receiverships. Our attorneys assist banks operating under change in management or golden parachute restrictions comply with approval requirements.
Buckley represents Chapter 7 trustees of insolvent banks and thrift holding companies in fulfilling their responsibilities to creditors seeking to recover their interests through bankruptcy. We serve as special counsel to trustees and conducti or assist 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 advisers 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.
Special Alert: New Fed guidelines clarify, but do not transform, master account and payment services access
The Federal Reserve Board recently issued final guidelines for the Reserve Banks to use in reviewing requests from a range of financial services providers for access to Federal Reserve master accounts and payment services. Master account and Federal Reserve services allow institutions to transfer...Special Alerts
The Federal Reserve Board recently issued a final rule for its FedNow instant-payments platform that offers more clarity on how the new service will work while essentially adopting the proposed rule. FedNow will stand alongside private sector initiatives and, like more modern payments systems, will...Special Alerts
The federal banking agencies last week announced their highly anticipated proposal to revamp and modernize regulations implementing the Community Reinvestment Act. The proposal may significantly impact the compliance obligations of large banks, which the proposal generally defines as those with...Special Alerts
Special Alert: Federal court says state bank, fintech partner must face Maryland’s allegation of unlicensed lending before state ALJ
A federal court late last month told a state-chartered bank and its fintech partner that they must return to a state administrative law proceeding to fight a Maryland enforcement action alleging that their failure to obtain a license to lend and collect on loans violated state law — potentially...Special Alerts
"What the new information security reporting standards mean for financial institutions" by Jeffrey P. Naimon and James C. Chou (Cybersecurity Law Report)
Regulators recently proposed new rules that would require banking institutions to notify their primary regulators of some computer-security incidents within 36 hours, and service providers to notify regulated entities as soon as possible of any incident affecting its operations for four hours or...Articles
The U.S. Consumer Financial Protection Bureau in December issued a consent order based on alleged violations of its 2014 mortgage servicing regulations. The consent order, which also bootstraps claims of unfairness and deception to alleged technical violations of the servicing regulations —...Articles
The Consumer Financial Protection Bureau issued an advisory opinion at the end of November that could compel specialty-finance companies — including those offering income-share agreements, litigation funding, merchant cash advances and earned wage access products — to take a fresh look at whether...Articles
Critics of the Office of the Comptroller of the Currency’s new Community Reinvestment Act rule say it was rushed to completion, bypassing the interagency approach that once defined the rule. Left scattered in its place is a reform (from the OCC) and proposal ( from the Federal Reserve ), leaving...Articles
"After storm and fire: How states protect service members" by Jeffrey P. Naimon and Sasha Leonhardt (Law360)
This has been an active year for National Guard call-ups to active duty, as the U.S. addresses hurricanes, wildfires and the novel coronavirus pandemic. National Guard activations are likely to remain high for several months due to ongoing responses to COVID-19, the National Oceanic and Atmospheric...Articles
"Data security best practices for licensed lenders' telework" by Sherry-Maria Safchuk and James C. Chou (Law360)
State-licensed/registered brokers, lenders and servicers have increased their focus on data security as the spread of COVID-19 has extended work-from-home orders, and what now seems to be a lasting acceptance of remote work means that the tools used to secure data will remain relevant when the...Articles
The sudden rise of Compound Labs Inc.'s COMP governance token in recent months pushed decentralized finance into the headlines, raising the profile of blockchain-based finance systems to a more mainstream audience. This article provides a short primer on decentralized finance and discusses some of...Articles
Financial services providers are increasingly combining delivery of products and services with advice designed to help consumers make better-informed financial decisions. Fintech companies, which typically rely upon data and analytics as fundamental components of their business proposition, should...Articles
"Resisting temptation in a crisis: Making sure ethics and compliance don’t get diluted under financial strain" co-authored by Daniel R. Alonso (Compliance & Enforcement)
As the pandemic crisis begins its long process of receding, near the top of mind in companies of all sizes is how to thrive, or even survive, with the economy in turmoil. With such pressures, it would be easy for business executives to let compliance issues drop down on their list of priorities...Articles
"What constitutes reasonable security per Calif. privacy law?" by Amanda R. Lawrence and James C. Chou (Law360)
California Consumer Privacy Act compliance has been focused on developing the policies, procedures and infrastructure to support new privacy rights for California residents, which include, among other things, the right to know what personal information companies have on them, the right to delete...Articles
On May 20, the Office of the Comptroller of the Currency announced a final rule to modernize the regulatory framework implementing the Community Reinvestment Act. The final rule marks the culmination of a three-year effort led by the Treasury Department to revamp the CRA and arrives exactly six...Special Alerts
Regulators, consumer groups, academics and private litigants are grappling with the fair lending implications of the credit models powering the explosive growth in online lending by banks and financial technology firms. The U.S. District Court for the District of Columbia in late March concluded...Articles
Bank regulators were in the process of reshaping a 43-year-old community lending law when the coronavirus pandemic hit, prompting calls from bankers and community advocates alike to suspend rulemaking and revealing how inflexible the proposal could be amid a crisis. Even absent current economic...Articles
The risks presented by the coronavirus pandemic have forced innovation in executing consumer contracts — and fast. Not least affected is the mortgage industry, which typically relies on in-person interactions for document execution to satisfy legal requirements and investor guidelines. Office...Articles
Promised relief started flowing to small businesses recently under the $350 billion Paycheck Protection Program established by the Coronavirus Aid, Relief, and Economic Security Act, but many lenders releasing funds now face a substantial compliance burden: establishing an anti-money-laundering...Articles
The California Consumer Privacy Act went into effect at the beginning of this year, and while the California attorney general will not begin enforcing it until July, the private right of action that the CCPA created is available to consumers now. The CCPA expressly provides for a private right of...Articles
On January 17, acting Comptroller of the Currency Michael J. Hsu delivered remarks at the Brookings Institute regarding large bank manageability. Hsu started by expressing his belief that developing a robust approach to detecting, preventing, and addressing too-big-to-manage (TBTM) risks will...InfoBytes
On January 17, the Federal Reserve Board provided additional details regarding its upcoming pilot climate scenario analysis exercise and the information on risk management practices that will be gathered from the program. As previously covered by InfoBytes , the Fed announced in September 2022,...InfoBytes
Jeffrey P. Naimon extensively quoted in S&P Global article, “Community banks face regulatory, competitive pressures to alter overdraft policy”
The S&P Global article, “Community banks face regulatory, competitive pressures to alter overdraft policy,” discusses how the FDIC’s focus on overdraft activity has trickled down to community banks, causing them to reassess their practices. Naimon said that because the view of overdraft fees is...In The News
On December 22, the Federal Reserve Board, FDIC, and OCC extended Regulation O relief for certain investment fund-controlled companies. The agencies issued a temporary no-action position in 2019 to allow time for the Federal Reserve, in consultation with the FDIC and OCC, “to consider whether to...InfoBytes
John R. Coleman quoted in S&P Global article, “CFPB moves full steam ahead with bank oversight despite intensifying headwinds”
The S&P Global article, “CFPB moves full steam ahead with bank oversight despite intensifying headwinds,” discusses the bureau’s ongoing approach to bank regulation and compliance in 2023 despite scrutiny of its funding structure. Major areas of focus for the CFPB this year will be overdraft...In The News
On December 15, members of the FFIEC with Community Reinvestment Act responsibilities (Federal Reserve Board, FDIC, and the OCC) released 2021 Community Reinvestment Act data on small business, small farm, and community development lending. (See also fact sheet here .) The 685 reporting banks...InfoBytes
On December 19, the Federal Reserve Board, FDIC, and OCC announced (see here and here ) joint annual adjustments to the CRA asset-size thresholds used to define “small bank” and “intermediate small bank,” which are not subject to the reporting requirements applicable to large banks unless they...InfoBytes
On December 13, the FDIC held a meeting, during which board members approved a notice of proposed rulemaking (NPRM) to modernize and amend the rules “governing the use of the official FDIC sign and insured depository institutions’ (IDIs) advertising statements to reflect how depositors do business...InfoBytes
On December 5, acting Comptroller of the Currency Michael J. Hsu delivered remarks at the RMA Risk Management and Internal Audit Virtual Conference, where he spoke about the current expected credit losses standard (CECL) and the importance of workforce diversity and inclusion. Hsu started by...InfoBytes
On December 1, Federal Reserve Board Vice Chair for Supervision Michael S. Barr signaled changes may be coming to the supervisory stress test standards for large banks, as the Fed evaluates whether the test used to set capital requirements reflects an appropriately wide range of risks. Speaking...InfoBytes
Buckley recognized by Chambers USA for consumer financial services, white collar, and fintech practices
Chambers USA named Buckley LLP a nationwide Band 1 firm in all consumer finance categories in its 2022 rankings, recognizing six of its partners in those practices. The firm received top recognition in Consumer Finance Compliance, Consumer Finance Litigation, and Consumer Finance...Announcements
Chambers USA named Buckley LLP a nationwide Band 1 firm in all consumer finance categories in its 2021 rankings, recognizing nine of its partners in those practices — more than any other firm in the country. The firm received top recognition in Consumer Finance Compliance, Consumer...Announcements
Buckley recognized by Chambers USA as a “top-notch” firm in financial services and white collar work
Buckley has once again received top recognition in financial services regulation, white collar crime/government investigations, and fintech from Chambers USA, which ranks the country’s leading firms and lawyers in a range of practice areas based on research and client interviews....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.
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 Releases
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...Announcements
Buckley 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...Announcements
- 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...Announcements
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.
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,...Announcements
Our Bank Counseling & Compliance Team
Recent Blog Posts
January 20, 2023
Hsu discusses management of large banks
January 20, 2023
Fed announces climate scenario exercises
January 10, 2023
Agencies extend Reg. O relief for some companies controlled by funds
December 21, 2022
Agencies release 2021 CRA data
December 21, 2022
Agencies release annual CRA asset-size threshold adjustments