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.
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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 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
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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 Sandler represented First Virginia Community Bank on the transaction. FAIRFAX, Va. – First Virginia Community Bank (FVCbank) closed on its acquisition of 1stCommonwealth Bank of Virginia on Friday, October 19, marking FVCbank’s expansion into Arlington County. The all-stock transaction...In The News
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Buckley Sandler to Expand Criminal & Civil Enforcement Practices with Addition of Thomas A. Sporkin, Chief of the Office of Market Intelligence at the SEC
WASHINGTON / NEW YORK (May 31, 2012) – Buckley Sandler LLP , a nationally recognized financial services and criminal and civil enforcement defense law firm with offices in Washington, Los Angeles and New York, announced today that Thomas A. Sporkin, Chief of the Office of Market Intelligence (OMI)...In The News
Buckley Sandler represented CommerceFirst Bancorp, Inc. in its acquisition by Sandy Spring Bancorp, Inc. Below is the press release detailing Sandy Spring's announcement of the completion of the acquisition. OLNEY, Md., May 31, 2012 (GLOBE NEWSWIRE) -- Sandy Spring Bancorp, Inc. announced today...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.
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Buckley Sandler LLP represented longtime client Delmar Bancorp in a share exchange transaction with Virginia Partners Bank.
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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
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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
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