The Banking & Financial Services Team provides a broad range of transactional, regulatory, advisory, and dispute resolution services to banks, insurance companies and other financial services providers, their trade associations, and vendors. We also represent boards of directors and their audit, compensation, and other committees, investors, outside directors and officers. We appear and practice before the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation as well as the Massachusetts, Maine, Rhode Island and New Hampshire Banking Departments on behalf of client institutions, individuals and investors. We provide advice to all types and sizes of banks, finance companies, and other regulated businesses in the financial sector regarding banking, corporate, securities, antitrust, and financial service provider laws and regulations, focusing on federal and state law.
Areas of Expertise
Bank Regulatory Representation
We prepare requests to regulatory agencies in connection with innovative business proposals and issues of first impression. We assist clients in preparing comments on federal and state regulatory proposals. We prepare and process applications to federal and state bank, insurance and securities regulatory agencies for required approvals to complete bank and bank holding company reorganizations, mergers, bank and nonbank acquisitions, changes in control, stock issuances and other corporate transactions. We represent banks and their affiliates in regulatory cease and desist, prompt corrective action, civil money penalty, and similar proceedings. We also represent client banks and their directors and officers in contested regulatory examination and enforcement matters and appeals before federal and state regulatory agencies.
Commercial Lending Services
With offices in four New England states and the District of Columbia, and more than 30 lawyers practicing in finance related areas, our Banking and Financial Services Team is uniquely situated and equipped to represent lenders in the origination and administration of commercial lending facilities and other debt financing (including lines of credit, asset-based facilities, construction loans, equipment lines, term loans and SBA loans), and in structuring secured transactions involving all types of assets, including receivables, inventory, equipment, real estate, fixtures, standing timber, chattel paper, intellectual property, farm products, securities and other instruments. Our work ranges from small business loans of $500,000 or more to multi-state financings in excess of $100 million. In addition, we handle portfolio loans, syndicated transactions and participations, and regularly act as local and regional counsel to lenders in large multi-state financing transactions. Members of our team are qualified SBA counsel. Our clients include commercial banks, financial service companies, private lenders and lending syndicates.
Corporate & Transactional Services
We represent financial institution clients in a wide range of corporate transactions and activities including bank and bank holding company mergers and acquisitions, charter conversions, mutual and stock holding company formations, conversion of mutual institutions, public offerings and private placements of both stock and debt, branch purchases and sales, lending, bankruptcy and loan workouts, joint ventures, tax-advantaged investments, acquisitions and sales of insurance agencies, broker/dealers, wealth managers and other financial services businesses, commencement of nonbanking activities and purchases and sales of loan pools, participations and servicing rights. In connection with these transactions we handle all related contract, securities, bank regulatory, executive and employee benefits, real estate, intellectual property and tax matters. We also represent investor groups seeking to acquire or form banks and financial services companies.
Derivatives & Structured Products
We have extensive experience in a wide range of derivatives and structured products, from highly-tailored, one-off structures, to high-volume "plain vanilla" swaps. We have acquired this expertise in a wide variety of transactions and from all perspectives – representing swap dealers, hedge funds and other end-users, investors, issuers and underwriters. What differentiates us from other law firms is our breadth and depth of industry knowledge and risk management practices. We excel at helping clients understand and negotiate the best deal possible, no matter how complex or innovative the deal structure might be. We have the expertise to advise on the tax, insolvency, securities, commodities, banking, ERISA, and investment company laws affecting these transactions, including the provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the compliance requirements for swaps markets that are emerging in CFTC and SEC regulatory proposals. Our high level of commercial awareness and industry knowledge gives us the ability to find solutions that get the deal done at a reasonable cost. Our clients benefit from our expertise in the legal mechanics of trading, financing and resolving the disputes involved in complex transactions.
Our knowledge extends to derivatives (both OTC and exchange-traded products, as well as clearing arrangements) for interest rates, currencies, credit, equities (including indices and funds), debt, energy or other commodities, or exotics such as weather and property, as well as swaps in securitization transactions and other investment vehicles, futures, options, collars, and participation agreements. For our clients who have in-house lawyers to staff most of their transactions, we handle documentation overflows cost-effectively and save our clients the time and expense of hiring temp agencies or adding permanent headcount.
Governance & Executive Compensation
We provide counseling and advice to public, private and mutual financial institutions and their boards of directors and managements on a wide range of corporate governance and executive compensation and benefits matters. We draft, negotiate and revise executive employment agreements, supplemental executive retirement plans and executive incentive compensation and benefits plans. We draft and revise bank and holding company articles of organization and bylaws, audit, compensation and other board committee charters, and insider trading, affiliate transactions, capital and dividends, affiliate tax sharing and other corporate policies. We advise bank and bank holding company boards of directors, audit and compensation committees and outside directors regarding corporate governance "best practices," trends and requirements under applicable state laws, the Sarbanes Oxley Act of 2002, the Dodd Frank Act and related policies and regulations. We also assist financial institution clients in structuring reasonable defensive measures against potential hostile takeovers. We advise client institutions and their boards of directors regarding directors' and officers' fiduciary duties, indemnification, liability and insurance.
Our governance and executive compensation work includes:
- Advice and counsel on fiduciary duties and responsibilities of directors and officers, codes of conduct, board policies and programs, "best practices" for boards and board committees.
- Advice and counsel on conflicts of interest, affiliate and insider transactions involving board and/or management.
- Design, advice and counsel on executive and board compensation programs and arrangements.
Litigation & Dispute Resolution for Financial Institutions
Pierce Atwood’s Litigation Group includes more than 45 attorneys that regularly handle almost all kinds of cases – from national class actions to regulatory matters to cases of more modest complexity such as foreclosures and other retail banking work. The group is supported by capable paralegals and administrative staff who handle support tasks efficiently and economically. We provide counsel to our financial institution clients in a wide variety of litigation, arbitration, and pre-litigation matters, including:
- Consumer class actions
- Consumer fraud claims
- Interbank litigation stemming from check or payment frauds
- IP Litigation
- Data breach incidents
- Grand jury and regulatory investigations
- Wrongful termination and employment discrimination claims
- Workouts, bankruptcy proceedings
- Insurance claims and recoveries
- Suits on notes, bonds, guarantees and other evidence of debt
- Mortgage foreclosures and collection matters
- Vendor disputes
When things go wrong, we conduct internal investigations and counsel corporate clients on strategies to root out and prevent corporate wrongdoing, limit collateral damage and manage related regulatory and law enforcement proceedings. Working closely with our litigation attorneys, we help financial institution clients develop successful strategies to avoid and resolve claims before litigation commences, and to control damage and achieve successful outcomes once it does.
Workouts & Collections
Our Bankruptcy and Creditors' Rights practice focuses on creditor-side representation. We regularly represent secured and unsecured lenders in all manner of commercial and consumer collection, workout and foreclosure matters (including civil action and statutory power of sale foreclosures and UCC secured party sales), Chapter 11 reorganizations, Chapter 7 liquidations and Chapter 13 wage earner cases. We are experienced in negotiating, preparing and implementing agreements to use cash collateral and provide adequate protection of interests in collateral, and litigating contested cash collateral, relief from stay and adequate protection motions and contested plan confirmations. We are often called on to develop and implement "exit strategies" for commercial lenders and to negotiate, structure and prepare plans of liquidation. We routinely negotiate settlements of claims and litigate objections to allowance of claims.