Buckley is a leader in representing financial services entities with respect to a wide variety of corporate transactions, including mergers and acquisitions, asset sales and purchases (including loans and servicing rights), corporate and regulatory due diligence relating to those transactions, de novo bank charters, going public, going private, takeover defenses, strategies addressing shareholder activists, joint venture and minority investments, and structuring critical third-party relationships. We also advise on reorganizations such as bank holding company formations, conversions of bank charters, and related matters.
Understanding the Financial Services Industry
To provide effective legal representation to a bank or other financial services provider, a law firm and its attorneys need a deep understanding of the industry and its direction. Buckley attorneys primarily represent financial services companies and investors in such companies, and a number of them have served in positions of authority at various financial institutions. We understand the issues, whether arising from licensing, fair lending, vendor management, safety and soundness, or other areas of concern.
Impact of Regulation
Transactions subject to regulatory approval — whether banking or other federal and state agency approvals — must have thorough due diligence processes that include evaluation of compliance risk and regulatory hurdles prior to signing. With a deep bench in licensing and compliance matters, Buckley can foresee obstacles long before applications are filed or requests are made, leveraging our experience with these agencies and effectively structuring transactions to guide clients through regulatory challenges.
Mergers and Acquisitions
With more than 80 bank merger deals and many more deals involving banks, lenders (mortgage, marketplace, auto, and student), servicers, payments providers, card issuers, fintech companies, insurance agencies, broker-dealers, critical third-party relationships, or other entities in related businesses, Buckley transactional attorneys possess the experience — working collaboratively with our regulatory, licensing, enforcement, and litigation colleagues — to efficiently structure and close the deal.
Purchase and Sale of Consumer Assets
Buckley regularly represents financial service companies with respect to transactions involving the purchase and sale of loans, servicing rights, and other assets in the mortgage, marketplace lending, cards, consumer, specialty finance, auto and student lending industries, including related servicing and subservicing arrangements. Our experience with Regulation AB assists sellers and servicers in understanding and addressing risks related to these requirements.
Change in Bank Control
Buckley has represented a large number of individual investors acquiring control of a bank through negotiation, documentation, and regulatory filings. In recent years, mortgage company executives have been successful in acquiring control of banks even though there continues to be resistance of federal banking agencies with acquisitions by mortgage companies themselves.
Public Company Issues
In transactions involving a public offering or public companies, Buckley’s knowledge of Securities and Exchange Commission (SEC) expectations and reporting requirements will be applied to assist in the transaction. Buckley attorneys have assisted private banking companies to become public companies and list their stock on the public exchanges.
Going private has been a common phenomenon among banks since the enactment of the Jobs Act. Buckley attorneys have assisted more than a dozen bank holding companies to go private and deregister, allowing them to terminate expensive reporting processes that they determined did not provide value to their institutions.
Buckley attorneys have assisted in the defense of unsolicited transactions and other actions taken by activist shareholders attempting to force a premature sale of the institution.
Proxy Advisory Firms
Our attorneys provide advice and strategy for public companies that become targets of ISS, Glass Lewis, and other proxy advisory firms. We also provide guidance on corporate governance practices that will meet current “best practices” or that are adjusted in a manner that will not be injurious to the institution.
Strategic Third-Party Relationships
Our transactional team regularly advises clients on program and master services agreements, and private label arrangements when these types of structures are more appropriate for various reasons. Our ability to leverage this experience combined with our regulatory, enforcement, and litigation capabilities, as noted above, makes us well-suited to handle these types of transactions.
Joint Ventures and Minority Investments
Buckley attorneys have assisted financial services firms entering into joint ventures, including affiliated business arrangements governed by the Real Estate Settlement Procedures Act (RESPA) with builders, realtors, title companies and others, as well as firms making minority investments in related businesses.
De Novo Bank Formations
The Office of the Comptroller of the Currency (OCC) recently announced it will consider de novo bank applications from fintech companies, and attorneys at Buckley are representing a large number of fintech and marketplace lenders to either establish de novo banks or acquire community banks. These acquisitions include broadening the business plans of the bank following the merger that will allow the new owner to offer their specialized products and services.
We have represented numerous banks converting from one charter to another, and becoming members or relinquishing membership in the Federal Reserve System. We have also formed a large number of bank or financial holding companies, and have assisted in reorganizations where the holding company disappears. In addition, we have assisted other financial services entities in general corporate reorganizations.
"New FCPA guide signals laxer successor liability approach" by Paige Ammons and Bree Murphy (Law360)
The U.S. Department of Justice 's and U.S. Securities and Exchange Commission 's recently updated resource guide to the U.S. Foreign Corrupt Practices Act signals a potential relaxation of stringent requirements that have previously been applied to successor liability in mergers and acquisitions...Articles
Cryptocurrency advocates have long argued that cryptocurrencies are not securities, and therefore not subject to state and federal securities laws. But a district court in California just shed light on whether advocates’ desired outcome also carries a substantial downside: application of state 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
On June 24, the Michigan governor announced Executive Order 2020-131 , which extends a previous order that temporarily allowed e-signatures on official documents and remote notarizations (previously discussed here ). Any notarial act may be performed by a notary that holds a valid notarial...InfoBytes
On May 7, California issued updated guidance for real estate transactions and an accompanying checklist for the real estate industry intended to minimize the spread of Covid-19 as these business gradually reopen as part of Stage 2 of the state’s roadmap for modifying the stay home order. The...InfoBytes
On April 22, the Texas Credit Union Department announced the temporary waiver of certain appraisal requirements. The waivers allow credit unions to defer certain appraisals and evaluations for up to 120 days after closing and raise the threshold level when an appraisal is not required for...InfoBytes
On March 25, the Pennsylvania Department of State issued a temporary suspension of regulations requiring in-person notaries for real estate transactions. The suspension applies to personal real estate transactions that were already in process prior to the announcement of emergency measures. The...InfoBytes
On March 17, the DOJ announced it would adopt a series of temporary changes to its civil merger investigation processes, which will remain in place during the pendency of Covid-19. For example, for mergers currently pending or that may be proposed, the Antitrust Division is requesting from merging...InfoBytes
Buckley Sandler Adds Depth to FinTech Capabilities with Addition of Jeffrey S. Hydrick to Corporate Transactional Practice
WASHINGTON, DC (August 5, 2015) Buckley Sandler LLP is pleased to announce that Jeffrey S. Hydrick has joined the firm’s Corporate Transactions practice as Counsel in our Washington, DC, office, effective August 3, 2015. An experienced practitioner and noted expert on mobile payments and bank-...In The News
Buckley Sandler congratulates John Marshall Bank on its successful common stock sale. This represents the third community bank transaction for Noel Gruber in four months. Buckley Sandler, which was recently named a National Law Journal Deal Maker of the Year, continues to have a strong year acting...In The News
Buckley Sandler LLP is acting as legal advisor to UFBC. TYSONS CORNER, Va.--(BUSINESS WIRE)-- Cardinal Financial Corporation (CFNL) (“Cardinal” or the “Company”), the holding company of Cardinal Bank, announced today the signing of a definitive merger agreement under which Cardinal will acquire...In The News
Buckley Sandler represented The Bank of Delmarva on the transaction. August 13, 2013, Salisbury, Maryland – Delmar Bancorp (OTCQB: DBCP) (the “Company”), today announced that it had entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with Kenneth R. Lehman pursuant to which...In The News
First Virginia Community Bank ("FVCbank" or the "bank") has completed a follow-on offering of 1,622,936 shares of common stock at an offering price of $13.50 per share, raising approximately $21.9 million in gross proceeds. FVCbank intends to use the net proceeds of this offering to support its...In The News
Buckley LLP represented Frederick County Bancorp, Inc. and its wholly owned subsidiary, Frederick County Bank, in its acquisition by ACNB Corp. in a transaction valued at $60 million.
ACNB Bank will operate former Frederick County Bank locations as “FCB Bank, A Division of ACNB Bank.”...Announcements
Buckley Sandler LLP represented longtime client Delmar Bancorp in a share exchange transaction with Virginia Partners Bank.
Under the agreement, each share of Virginia Partners Bank common stock will be exchanged for 1.7179 shares of Delmar common stock. Options...Announcements
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 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
WASHINGTON, DC (January 9, 2018) – Buckley Sandler LLP today announced the opening of an office in San Francisco, expanding the firm’s California presence to meet the demands of its growing base of fintech, regtech, and technology clients. The firm also has offices in Washington, D.C., Los Angeles...Press Releases
Buckley Sandler advised the sole book-running manager, Sandler O’Neill + Partners, L.P., in the $150 million public offering by Union Bankshares Corporation of 5.00% subordinated notes due in 2026.
Union Bankshares Corporation, headquartered in Richmond, Virginia, is the holding company...Announcements
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 Adds Depth to FinTech Capabilities with Addition of Jeffrey S. Hydrick to Corporate Transactional Practice
WASHINGTON, DC (August 5, 2015) Buckley Sandler LLP is pleased to announce that Jeffrey S. Hydrick has joined the firm’s Corporate Transactions practice as Counsel in our Washington, DC, office, effective August 3, 2015. An experienced practitioner and noted expert on mobile payments and bank-...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 Transactions Team
"Mitigating crypto UDAAP risk after Ripple ICO ruling" by Ali M. Abugheida (Law360)
Recent Blog Posts
June 24, 2020
Michigan extends Executive Order regarding remote transactions
May 7, 2020
California issues guidance for the reopening of real estate businesses
April 22, 2020
Texas regulator relaxes certain appraisal requirements for credit unions
March 25, 2020
Pennsylvania temporarily suspends in-person notarization requirements for real estate sales
March 19, 2020
DOJ adopts changes to merger investigation process