Bank Regulatory

Services 

Services provided by our bank regulatory lawyers include advice and counsel regarding:

• M&A – the unique bank regulatory requirements for structure and approvals of mergers, acquisitions, strategic alliances, spin-offs and divestitures, asset purchases and sales, joint ventures and controlling investments in banks.
• Corporate Governance – board composition, regulatory expectations for risk management and internal controls, director and officer duties and responsibilities and other corporate governance matters.
• Capital, Deposits and Liquidity – bank capital raising transactions; the regulatory capital implications of specific capital instruments, assets, liabilities and investments; and deposit structures and regulatory liquidity risk management expectations.
• Supervisory and Enforcement Matters – applications, examinations, investigations and enforcement matters before the Federal Reserve, OCC, Federal Deposit Insurance Corporation, Consumer Financial Protection Bureau and state regulators and negotiating and implementing action plans for resolution of supervisory concerns.
• Charters, Insurance and Licenses – obtaining federal and state bank, thrift, trust and special purpose charters, federal deposit insurance and all types of state financial services licensing, including mortgage, consumer lending and money transmitter licensing.
• Risk Management and Compliance – complex requirements affecting both depository institutions and other providers of financial products and services, including the performance of risk assessments, negotiation of agreements and the development and implementation of enterprise risk management and consumer and other compliance programs.
• Monitoring Regulatory Developments and Advocacy – current and anticipated federal and state legislation, regulation, supervisory guidance, enforcement actions and examination trends; drafting comment letters; and providing resources for direct advocacy.
• Non-Traditional Activities – product design and regulatory approvals for nonbanking products and services, including trust, broker-dealer, investment adviser and insurance agency operations or subsidiaries; offering loan and deposit products to customers of securities affiliates; and offering banking and related financial products and services through insurance, investment management and nonbank commercial companies.
• Consumer Financial Services – federal and state laws governing delivery of consumer financial products and services by bank and nonbank firms, including deposit products, loan products (e.g., mortgage, auto, education and retail installment), card products (e.g., credit, debit and stored value), trust and asset management products and electronic banking services.
• Other Specialty Areas – payment systems regulation, mortgage lending and servicing, financial privacy and data security, BSA/AML and OFAC compliance, the Volcker Rule, CRA, consumer remittance transfers and BOLI.

Bringing Value to Our Clients 

We provide a practical, results-driven approach to navigating the complex landscape of regulation, and we always seek to translate even the most technical issues into actionable guidance and counsel. 

Our bank regulatory lawyers are located in Atlanta, New York, Washington, DC and other offices of the firm. In addition to decades of counseling on the laws governing banking and the movement of money, our expertise is bolstered by significant tenures with the federal government, including the Federal Reserve and the Consumer Financial Protection Bureau. Our lawyers have longstanding relationships with the principal bank regulatory authorities at both the federal and state levels. 

Our bank regulatory practice is aligned closely with the full interdisciplinary resources of Alston & Bird, including lawyers with expertise in corporate governance, M&A, payment systems, financial services litigation (including troubled bank matters), privacy and data security, investment products and services, REITs, securities, derivatives, commodities regulation, insurance regulation, trade finance and sanctions, tax, unclaimed property, debt financing and securitization, structured finance, private equity, employee benefits and legislative affairs.

Governance, Risk Management and Compliance Programs

• Advised a top 100 holding company regarding implementation of a comprehensive program to meet heightened regulatory expectations for enterprise risk management.
• Advised numerous banks, including two top 100 holding companies, regarding implementation of a comprehensive compliance program for the Volcker Rule and ongoing Volcker compliance requirements.
• Advised a top 50 super-regional bank on implementation of consumer compliance and bank secrecy and anti-money-laundering (BSA/AML) management systems for the U.S. Treasury’s Direct Express prepaid card program.
• Corporate counsel to a regionally focused financial institution that is one of the country’s largest government-sponsored entities.
• Drafting policies and procedures for commercial banks and thrift institutions regarding asset-liability management, liquidity, interest rate risk, investments, enterprise risk, intercompany transactions, anti-tying rules, new product designs, non-banking activity approvals, BSA/AML and consumer compliance issues, among other topics.
• Drafted 40 compliance policies for a de novo state nonmember bank to reflect numerous legislative and regulatory changes, including changes resulting from the Dodd-Frank Act.
• Conducting enterprise-wide Consumer Financial Protection Bureau (CFPB) readiness reviews of company business lines, operations and products to assess the level of potential risks to consumers and evaluate the company’s compliance management program.
• Advising multiple banks on Community Reinvestment Act programs and remediation of issues to avoid less than satisfactory ratings.
• Assisting a top 100 federal savings association with preparation for examination of its enterprise risk management and model risk management programs.
• Advising community banks regarding governance issues and performing corporate governance reviews.
• Counsel to the boards of directors of more than 60 banks that failed in the aftermath of the 2008 financial crisis.

General Bank and Thrift Regulation

• Advising banks and thrifts on legal and policy issues arising from the Dodd-Frank Act, Bank Holding Company Act, Home Owners’ Loan Act, Federal Deposit Insurance Act, Federal Reserve Act, Gramm-Leach-Bliley Act and other federal statutes, and their corresponding regulations.
• Advising on changes in supervisory policy guidance emerging from the Federal Reserve, OCC, FDIC and CFPB.
• Assisting banks and those who do business with banks on the Basel III capital standards, the liquidity coverage ratio and other macroprudential standards implemented in the U.S.
• Advising banking firms and their affiliates regarding permissible investment securities, derivatives activities, funds formation and compliance with the Volcker Rule.
• Advising numerous public banking firms regarding appropriate securities disclosures pertaining to bank regulatory and supervision matters.
• Advising clients on Sections 23A and 23B of the Federal Reserve Act and Regulation W, and provide assistance with transaction structuring and compliance.
• Advised major providers of HSA accounts regarding the Basel III liquidity coverage ratio impact on deposits held at insured banks and the treatment of such accounts under Federal Reserve Regulation D.
• Advised a top five bank on conforming a complex liquidity support structure to the Volcker Rule in the context of a foreign counterparty’s restructuring to comply with the intermediate holding company requirements under Regulation YY.
• Served as primary outside regulatory counsel for numerous troubled community banks.
• Advising banks regarding providing services to legal marijuana businesses.
• Advising institutional investors, hedge funds and corporations on legal issues regarding the trading of complex and plain vanilla derivatives transactions and on negotiation of documentation for all derivatives products, repurchase transactions and prime brokerage arrangements. See our Derivatives team.
• Advising generally regarding mortgage-lending businesses, servicing activities and purchase and sale of mortgage portfolios. See our Consumer Financial Services team.

New Entrants and De Novo Chartering

• Assisted clients in obtaining over 30 de novo charters.
• Advised several banks with conversion to new regulators, including obtaining new charters in the process.
• Advised non-bank payments firms on the Georgia merchant acquirer limited purpose bank charter.
• Advised a top public non-bank payments company on bank chartering options and strategy.

Payment Systems Regulatory Matters

• Advising a global online marketplace on the application of U.S. BSA/AML requirements.
• Advising a major prepaid program manager on its compliance with regulatory expectations, including UDAP/UDAAP compliance.
• Represented multiple national health insurers in the development of card-based products for use in conjunction with health benefit plans (HSAs, HRAs, FSAs).
• Represented multiple health and benefit card issuers in their analysis of the impact of the Durbin Amendment to the Dodd-Frank Act and the Federal Reserve Board’s implementation of Regulation II.
• Advising a major industry trade organization on payments-related regulatory comment letters and other advocacy.
• Also see our Payments & Fintech team.

Non-banking Activities

• Advising national banks, state member banks and federal thrifts on trust and fiduciary activities, including trust powers, trust asset management products and services and the purchase and sale of fiduciary accounts.
• Represented banks and thrifts in the reorganization, acquisition or formation of broker-dealer, investment adviser or insurance agency subsidiaries.
• Represented one of the five largest U.S. bank holding companies in the acquisition of an insurance agency for approximately $250 million, resulting in the tenth-largest U.S. insurance agency.
• Advising a top 20 U.S. banking company regarding assessment of permissible activities and required documentation for controlled and non-controlled subsidiaries across more than 100 entities.
• Advising a top bank provider of precious metals trading and investments on regulatory compliance issues, including drafting customer disclosure materials.
• Advising a major asset-based lender on establishment of a risk-sharing arrangement with an offshore captive insurance company.
• Also see our Insurance practice.

Foreign Banks

• Advised one of the top 10 U.S. financial institutions in establishing a licensed banking institution in Europe, qualifying this new bank as a member of Visa and MasterCard and managing the related regulatory and tax-driven restructuring issues required for various business lines seeking to operate within all the countries of the European Economic Area.
• Advised the New York branch of a top 10 European foreign bank regarding regulatory concerns pertaining to obtaining additional branches and relocation of operations.
• Advised a European foreign bank regarding U.S. BSA/AML requirements for interbank wire transfer operations.
• Advised a Japanese bank regarding expansion of activities for a New York representative office.

Consumer Regulation, Licensing and Compliance

• Counseling banks and non-bank firms regarding compliance with the full range of laws and regulations pertaining to consumer lending, deposit account, electronic banking, privacy, FCRA and data security breach matters.
• Advised numerous banks and other financial services companies on compliance with Gramm-Leach-Bliley Act and FCRA requirements, as well as with applicable state requirements.
• Represented several non-depository, prime mortgage lenders in the establishment and operation of lending operations and compliance with the licensing requirements in all 50 states.
• Advising banks and non-bank lenders on state licensing and interest rate exportation issues, including “rent a bank” or “rent a charter” arrangements.
• Advised a top five bank on implementation of a national prepaid card program for employee benefits.
• Conducting compliance reviews for banking and non-banking firms.
• Also see our Consumer Financial Services team.

Anti-Money Laundering and OFAC

• Advising numerous and diverse financial institutions with complex BSA/AML issues relating to product development, regulatory examinations, contract negotiations, investment programs and overall regulatory compliance.
• Advising U.S. and foreign non-banking firms with regard to FinCEN money services business (MSB) regulations, state money transmitter licensing requirements and Office of Foreign Assets Control (OFAC) responsibilities.
• Advising several card associations, payment processors and other service providers to card associations on the anti-money laundering and sanctions law implications of a variety of domestic and international card-based products.
• Also see our Office of Foreign Assets Control (OFAC) Sanctions practice.

Special Matters, Investigations and Enforcement Actions

• Serving as regulatory counsel for numerous troubled community banks.
• Represented institutions and their directors and officers in informal and formal compliance and enforcement action matters before all of the federal banking agencies, as well as state regulators.
• Advising the respondents in defense of administrative enforcement actions by federal banking agencies.
• Advised multiple banks regarding FCRA and fair lending protests of bank acquisitions before the FDIC and the Federal Reserve Board.
• Assisting in the defense of numerous bank officers and directors facing regulatory enforcement actions. Also see our Securities Litigation Group.
• Representing investors in a troubled community bank facing regulatory sanction for failure to comply with the Change in Bank Control Act and state law.
• Defended a non-bank prepaid program manager in a bank regulatory administrative enforcement action by the FDIC.
• Represented a senior officer of Freddie Mac in connection with Office of Federal Housing Enterprise Oversight (OFHEO) allegations regarding the understatement of income and accounting irregularities, as well as an accompanying SEC investigation.
• Assisted a community bank with remediation of violations of flood insurance rules to the satisfaction of the OCC.
• Also see our Financial Services Litigation Group.

Regulatory Advocacy, Legislation and Public Policy

• Advising on issues arising from proposed rulemakings by the Federal Reserve Board, OCC, FDIC, CFPB, Treasury Department, CFTC and SEC.
• For a major banking industry trade group, drafted regulatory comment letters pertaining to banking industry perspectives on the impact of regulatory matters affecting the U.S. payments system.
• Representing banks and investors before the Federal Reserve Board, OCC, FDIC and state banking agencies regarding applications and investments, including representation of banks with regard to private equity investments.
• Drafted a variety of regulatory comment letters relating to regulations proposed under the Dodd-Frank Act, including a comment letter jointly submitted by 10 banking industry associations.
• Counseled a large industry association on the impact of the Dodd-Frank Act’s international remittance transfer rules.
• See our Legislative and Public Policy team.

Financial Privacy and Data Security

• Advising banks and other financial institutions regarding emerging issues in complex operating environments with regard to electronic banking, privacy, FCRA and data security breach matters.
• Advising banks and non-bank firms, including multiple major big box retailers, regarding compliance with Gramm-Leach-Bliley Act privacy notice requirements in the context of emerging products and technology.
• Drafting comfort memos for a non-bank provider of card-linked merchant-funded rewards programs to provide to major banks.
• See our Privacy, Cyber & Data Strategy team.

Credit Unions

• Advising credit union sponsoring companies on field of membership and expansion opportunities under NCUA rules.
• Advised a non-bank payments company on chartering a new federal credit union.
• Advising credit unions and their sponsor companies regarding general regulatory matters.

Bank-Owned Life Insurance (BOLI)

• Represented over 30 financial institutions and other financial service companies in connection with the implementation of BOLI programs.
• Counsel to multiple banks in their implementation of BOLI programs (purchases ranging from $40 million to more than $1 billion).