Buckley is a leader in representing financial services companies, private equity firms, fintechs and other entities in a wide variety of transactions. We deliver efficient, high-quality service by combining hands-on attention from experienced deal teams with deep institutional knowledge of the regulatory, licensing, and business environment in which these companies operate. We help structure, negotiate, and close complex transactions for clients and counterparties in industries characterized by tight legal and regulatory oversight.
Understanding the Financial Services Industry
Buckley attorneys primarily represent financial services companies, PE firms, fintechs, and investors in such companies; our transactional practice is built on that knowledge. We understand the issues, the rules and regulations implicated, and the regulators that enforce and examine them. Buckley transactional attorneys possess the experience — working collaboratively with our regulatory, licensing, enforcement, and litigation colleagues — to structure and close the deal.
Impact of Regulation on Acquisitions
Acquisitions 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 anticipate and capably help both buyers and sellers navigate obstacles long before applications are filed or requests are made, relying upon our experience to structure transactions that meet regulatory requirements.
Our representative work includes:
- Mergers & Acquisitions. Our M&A practice covers the full spectrum of financial institutions, including banks, lenders of all types (mortgage, marketplace, auto, and student), servicers, payments providers and processors, card issuers, fintech companies, insurance agencies, broker-dealers, third-party service providers, portfolio companies of private equity sponsors, and many others in mergers, stock purchases and sales, asset acquisitions and divestitures, reorganizations, recapitalizations, spin-off transactions, and distressed sales. Buckley attorneys also navigate the nuances of ancillary agreements such as transition services, subservicing and license agreements that often accompany M&A transactions. We have negotiated hundreds of financial services-focused M&A transactions, with a focus on mid-market M&A.
- Asset Sales and Secondary Market Transactions. We advise both buyers and sellers in asset sales and other secondary market transactions related to the sales of loans, servicing rights, MSR recapture/portfolio retention, and other assets in the mortgage, marketplace lending, cards, consumer finance, specialty finance, auto lending, and student lending industries.
- Bank Partnerships. Our knowledge of the constantly evolving regulatory landscape is crucial when representing fintechs and bank partners seeking to disrupt longstanding paradigms in payments, lending, banking services, and credit cards.
- Secured Finance. Traditional and nontraditional financial services institutions and their respective borrowers constantly structure and engage in funding relationships, whether as part of a M&A deal or otherwise. Buckley attorneys have broad experience in representing both lenders and borrowers ─ including some of the world’s largest financial institutions ─ in financing transactions. Our experience covers general asset-based and secured financing transactions, with extensive experience in traditional revolving and term credit facilities, as well as more technical warehouse lines, repurchase facilities, mortgage servicing rights, servicing advance, debt, and early buyout loan facilities, Islamic facilities and private equity fund facilities, and equipment leasing, in addition to other secured finance transactions.
- Vendor and Third-Party Relationships. Critical vendor and other third-party relationships are ubiquitous in the financial services industry. Our transactional team regularly advises clients on program and master services agreements, servicing and subservicing relationships, SaaS agreements and private-label arrangements. We combine regulatory, enforcement, and litigation experience with a commitment to understand your business model in closing vendor transactions, from RFP and due diligence through contract negotiation, that are best suited to your company.
- Joint Ventures and Minority Investments. Buckley attorneys assist financial services firms and others 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. Our regulatory and licensing expertise gives us the insight needed to structure investments effectively and efficiently.
- Merchant Cash Advance and Factoring Relationships. With ever-increasing regulatory scrutiny of alternative financing arrangements (e.g., income-share agreements, factoring, merchant cash advances), we are well-suited to provide actionable advice, taking into account the latest enforcement focal points and industry responses.
- Change in Control. Knowing the regulators and the regulatory landscape is key. Buckley has represented individual investors acquiring control of financial services institutions through negotiation, documentation, and regulatory filings, including navigating federal banking agency requirements.
- Bank Reorganizations. We have represented numerous banks in various types of charter transactions, including conversions, and becoming members or relinquishing membership in the Federal Reserve System. Our experience with acquisitions includes designing post-merger business plans that allow new owners to offer specialized products and services.
- Regulatory and Legal Due Diligence. We regularly partner with deal counsel who seek our experience to manage financial services regulatory and legal due diligence, including risk assessments of acquisition targets and strategic alliances. We use a full-firm approach in dealing with state and federal financial regulatory agencies and the GSEs to provide critical licensing, change in control, regulatory, industry (including repurchase risk), and agency strategic advice.
"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 October 20, the FDIC issued an interim final rule providing regulatory relief to insured depository institutions (IDIs) that have experienced significant, but temporary, asset growth due to government stimulus efforts. Previously, an IDI would be subject to annual independent audit and reporting...InfoBytes
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
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