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
"Relief or risk?: The hidden costs of government lending" by Michelle L. Rogers, Katherine L. Halliday, and Katherine Brockway Katz (National Law Journal)
There is no longer any question that the economy will take years, not months, to fully recover from COVID-19, and additional funding for government and government-backed loans seems inevitable at some point. Examining the programs from the initial COVID-19 relief package provides context for...
Articles"After storm and fire: How states protect service members" by Jeffrey P. Naimon, Sasha Leonhardt, and Jessica M. Shannon (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, James C. Chou, and Frida Alim (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"Budding decentralized finance industry comes with risks" by Ali M. Abugheida (Law360)
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"Congress, keep AML reform in the defense spending bill" by Daniel P. Stipano (American Banker)
The House recently passed a defense spending bill that could be used to clear a path for one of the most significant anti-money-laundering legislations since the 2001 Patriot Act. The pending National Defense Authorization Act included sweeping and long-overdue reforms to the Bank Secrecy Act, that...
Articles"Educational tools may bring regulatory risk for fintech cos." by H Joshua Kotin, Michelle L. Rogers, and Kathryn R. Goodman (Law360)
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, Michael A. Rome, 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...
ArticlesSpecial Alert: OCC issues CRA final rule
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"Ruling on anti-hacking law may guide fair lending tests" by Jeffrey P. Naimon, H Joshua Kotin, and Frida Alim (Law360)
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"CRA reform plan is suddenly outdated" by Warren W. Traiger (American Banker)
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"Navigating digitized mortgage processes during Covid-19" by Valerie L. Hletko and Edward W. Somers (Law360)
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"Paycheck Protection Program poses AML compliance challenges" by Daniel P. Stipano and Benjamin W. Hutten (Bloomberg Law)
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"Preparing for private right of action under Calif. privacy law" by Amanda R. Lawrence and Michael A. Rome (Law360)
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...
ArticlesSpecial Alert: CARES Act places significant burdens on servicers of consumer debt but provides some relief to depositories
President Trump late last week signed the Coronavirus Aid, Relief, and Economic Security Act that attempts to soften the negative economic effects of the Covid-19 pandemic on consumers, including by suspending payments for certain student loan borrowers and enabling mortgage loan borrowers to...
Special Alerts"5 FCA enforcement predictions after Coronavirus relief bill" by Andrew W. Schilling (Law360)
On March 27, President Donald Trump signed into law the Coronavirus Aid, Relief and Economic Security Act, also known as the CARES Act. Although the False Claims Act is not mentioned in this stimulus bill, the implications of the act on FCA enforcement are likely to be significant. Click here to...
Articles"Getting the cash out of cannabis" by Benjamin W. Hutten (Bloomberg Law)
States began legalizing cannabis businesses in 1996, and, ever since, Congress and financial regulators have grappled with how to bank the cannabis industry—so far with little success. Most of the billions of dollars in annual cannabis sales are still in cash, putting the industry and its employees...
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
News & Blogs
Fed issues ANPR on CRA modernization
On September 21, the Federal Reserve Board (Fed) issued an Advance Notice of Proposed Rulemaking (ANPR) inviting public comment on its approach for modernizing the regulations that implement the Community Reinvestment Act (CRA). The Fed’s ANPR follows a final rule to modernize the regulatory...
InfoBytesSEC amends whistleblower program rules
On September 23, the SEC voted to adopt amendments to the rules governing its whistleblower program. According to the SEC, the amendments are meant to “provide greater transparency, efficiency and clarity, and to strengthen and bolster the program.” The amendments were proposed for public comment...
InfoBytesFDIC announces disaster relief in connection with Hurricane Sally
On September 23, the FDIC issued FIL-92-2020 to provide regulatory relief to financial institutions and help facilitate recovery in areas of Alabama affected by Hurricane Sally starting on September 14. In the guidance, the FDIC notes that, in supervising institutions affected by the hurricane, the...
InfoBytesOCC announces settlements with former senior executives over account openings
On September 21, the OCC announced settlements with three former senior executives of a national bank for their roles in the bank’s incentive compensation sales practices. According to consent orders (see here and here ), the OCC alleged that two of the individuals either “knew or should have known...
InfoBytesOCC: Banks may hold stablecoins in reserve accounts
On September 21, the OCC released Interpretive Letter 1172 , stating that national banks may hold stablecoin in reserve accounts as a service to bank customers and may engage in activity incidental to receiving the deposits. According to the OCC, issuers of stablecoins—a type of cryptocurrency...
InfoBytesDaniel P. Stipano extensively quoted in an American Banker article, “Will ‘Fincen Files’ give banks opening to push for AML reform?”
Daniel P. Stipano was extensively quoted on September 23, 2020, in an American Banker article, “Will ‘Fincen Files’ give banks opening to push for AML reform?” which discussed whether the “Fincen Files” will bring attention to the flaws of SARs and other anti-money-laundering efforts, with the...
In The NewsJeffrey P. Naimon quoted in Wall Street Journal article, “Coronavirus poses an array of new legal risks for companies”
Jeffrey P. Naimon was quoted on September 23, 2020, in a Wall Street Journal article, “Coronavirus poses an array of new legal risks for companies,” which discussed some of the biggest challenges compliance officers are facing during the pandemic, including implementing the Paycheck Protection...
In The NewsIRS: Lenders should not report PPP debt forgiveness
On September 22, the IRS released Announcement 2020-12 notifying lenders that they should not report the amount of qualifying loan forgiveness for covered loans to qualifying small businesses made under the Paycheck Protection Program (PPP).The IRS code generally requires lenders to file a Form...
InfoBytesDistrict court dismisses six PPP agent fee class actions
On September 21, the U.S. District Court for the Southern District of New York dismissed six class actions alleging that the Paycheck Protection Program (PPP) and its implementing regulations entitle accountants who assist borrowers in securing PPP loans to a portion of the fees banks receive from...
InfoBytesWarren Traiger quoted in American Banker article, “Fed plan to reform CRA at odds with OCC rule”
Warren Traiger was quoted on September 21, 2020 in an American Banker article, “Fed plan to reform CRA at odds with OCC rule,” which discussed the Federal Reserve’s advance notice of proposed rulemaking to the Community Reinvestment Act and how it differs from other regulators, such as the Office...
In The News
Press Releases & 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....
AnnouncementsBuckley 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 Releases
Our Bank Counseling & Compliance Team
Partners
Counsel
FYI
"Budding decentralized finance industry comes with risks" by Ali M. Abugheida (Law360)
"Congress, keep AML reform in the defense spending bill" by Daniel P. Stipano (American Banker)
"Educational tools may bring regulatory risk for fintech cos." by H Joshua Kotin, Michelle L. Rogers, and Kathryn R. Goodman (Law360)
Recent Blog Posts
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September 25, 2020
Fed issues ANPR on CRA modernization
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September 25, 2020
SEC amends whistleblower program rules
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September 25, 2020
FDIC announces disaster relief in connection with Hurricane Sally
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September 25, 2020
OCC announces settlements with former senior executives over account openings
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September 24, 2020
OCC: Banks may hold stablecoins in reserve accounts