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.
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 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.
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.
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.
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.
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.
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.
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
C-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
"Takeaways from military member complaints at CFPB" by Jeffrey P. Naimon, Benjamin K. Olson, 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...Articles
"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
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...Articles
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...Articles
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...Articles
Andrew 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...Articles
On February 15, 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 a civil money penalty order against an individual, a notice of...InfoBytes
Melissa Klimkiewicz quoted in a National Mortgage News article, “Banks claim victory in new private flood insurance rule”
Melissa Klimkiewicz was quoted on February 11, 2019 in a National Mortgage News article, “Banks claim victory in new private flood insurance rule,” which discussed bank regulators’ release of their final rule implementing the Biggert-Waters Act on Januaruy 25 and the regulations accompanying this...In The News
On February 5, the Federal Reserve Board (Fed) released the scenarios banks and supervisors will use to conduct the 2019 Comprehensive Capital Analysis and Review (CCAR) and Dodd-Frank Act stress tests exercises for large bank holding companies and large U.S. operations of foreign firms. Each of...InfoBytes
NYDFS’ cybersecurity FAQs provide process for covered entities that no longer qualify for exemptions
On February 2, NYDFS updated its answers to FAQs regarding 23 NYCRR Part 500 , which established cybersecurity requirements for banks, insurance companies, and other financial services institutions. (See here for previous InfoBytes coverage on updates to the FAQs.) Among other things, the update...InfoBytes
On February 1, Federal Reserve Governor Lael Brainard spoke at the “Research Symposium on the Community Reinvestment Act” hosted by the Federal Reserve Bank of Philadelphia to discuss the need to update Community Reinvestment Act (CRA) regulations. Brainard summarized comment letters received in...InfoBytes
On January 31, the OCC announced an updated version of its “Subsidiaries and Equity Investments” booklet of the Comptroller’s Licensing Manual . According to Bulletin 2019-4, the revised booklet now provides additional guidance describing activities that the OCC has determined may be performed in...InfoBytes
On January 31, the CFPB published a new reference chart titled “ Reportable HMDA Data: A Regulatory and Reporting Overview Reference Chart for Data Collected in 2019 .” The chart is designed to be used as a reference tool for required data points to be collected, recorded, and reported under...InfoBytes
On January 30, the OCC issued a proclamation permitting OCC-regulated institutions, at their discretion, to close offices affected by severe winter weather in the Midwest and Northeast regions of the United States “for as long as deemed necessary for bank operation or public safety.” In issuing the...InfoBytes
On January 18, 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 civil money penalties, a formal agreement, and removal/...InfoBytes
On January 17, the CFPB issued a statement from Bureau Director Kathy Kraninger announcing she has asked Congress to grant the Bureau “clear authority to supervise for compliance with the Military Lending Act (MLA).” The statement expresses Kraninger’s interest in protecting servicemembers and...InfoBytes
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 Andrew L. Sandler,...Announcements
Daniel 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...Announcements
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
Buckley 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
Buckley Sandler Client Delmarva Bancshares, Inc. Completes Merger and Acquisition of Easton Bancorp & Subsidiary
Buckley Sandler client Delmarva Bancshares, Inc., the parent company of 1880 Bank, announced on July 15, 2015 the completion of its acquisition of Easton Bancorp and its subsidiary, Easton Bank & Trust Company, through the merger of Easton Bank with and into 1880 Bank. As a result of the merger...Press Releases
Our Bank Counseling & Compliance Team
"Recent decisions could fuel escheatment audits" by Valerie L. Hletko (Law360)
Recent Blog Posts
February 20, 2019
OCC releases enforcement actions for February 2019
February 7, 2019
Federal Reserve releases CCAR scenarios; “less-complex” firms exempt from 2019 stress tests
February 7, 2019
NYDFS’ cybersecurity FAQs provide process for covered entities that no longer qualify for exemptions
February 7, 2019
Federal Reserve Governor discusses CRA modernization feedback
February 6, 2019
OCC revises the Comptroller’s Licensing Manual