Financial Services

Helping Banks and Troubled Institutions Navigate the Regulatory Maze

The recent economic crisis—and the subsequent government response—has made complying with federal banking statutes and regulations more critical than ever. Our team boasts attorneys who have experience at the agencies tasked with overseeing the financial services industry, and who are helping clients respond to this constantly shifting regulatory landscape. We have guided financial institutions on compliance with the Emergency Economic Stabilization Act, counseled troubled institutions through all manner of transactional-related issues, and advised banks and other institutions on the full breadth of regulatory matters that arise during the course of their business activities.

Guiding Your Organization Through an SEC Investigation

Our team of attorneys represents financial institutions on all matters arising from SEC and Financial Industry Regulatory Authority (FINRA) investigations. We provide counsel to clients in addressing and resolving both criminal and civil complaints involving allegations of financial fraud, securities violations, accounting manipulation, or other financial wrongdoing. In all cases, our goal is to avoid prosecution and achieve a favorable result for our client as quickly as possible.

Advising on the Documentation of Commercial Loans

Financial institutions, lenders, and borrowers turn to Venable for counsel on all aspects of documentation and negotiation of commercial loan transactions. Our experience in this area is significant: in the past two years, we have documented over $15 billion of loans. Asset classes that we have experience with include all types of real estate, including office, retail, multifamily and industrial, corporate lending, accounts receivable lending, and mezzanine finance.

Navigating the Complexities of Corporate Transactions

We routinely represent financial institutions of all kinds in sophisticated multi-tier transactions, as well as in complex real estate and other types of secured and unsecured transactions. Our attorneys also serve as counsel to lenders in subordinated loan transactions across the country, and have been involved in numerous loan restructurings. In addition, Venable regularly represents mortgage and mezzanine lenders and borrowers in connection with the acquisition and disposition of assets (including loan portfolios), as well as purchases of debt portfolios in the secondary market.

Broad Experience in the Consumer Financial Services Field

We understand that marketers of consumer retail products, and the lending institutions that work with them, must address a set of constantly changing regulations. Our team combines vast regulatory knowledge with a thorough understanding of business operations to offer their consumer finance clients unparalleled representation across an exhaustive array of issues. This includes everything from providing strategic advice on planning, product design, and licensing, to counseling on the full array of regulatory issues.

Resolving Disputes—Successfully and Efficiently

Partnering with members of our nationally renowned litigation attorneys, our team helps banking clients address and resolve legal disputes across a wide range of areas. In particular, we provide advice on issues such as consumer class actions, regulatory enforcement proceedings of all sorts, and the preemption of state banking laws and regulations. Although we have significant trial experience, our aim in every matter is to efficiently resolve issues in a manner that is favorable for our clients, without resorting to costly litigation.

Ensuring Compliance with Privacy and Data Security Regulations

Banks and other financial institutions face a daunting and evolving set of regulations related to consumer privacy. With Venable, clients have access to one of the nation's leading practices in this area. We advise our financial clients on the full array of regulations pertaining to the protection of financial data, including the Fair Credit Reporting Act, the Federal Right to Financial Privacy Act, and more.

Sound Investment Management Strategy

Institutional investors, including private investment funds, may seek to acquire distressed and other assets from healthy and troubled financial institutions, provide funding or lending to other third parties, and acquire, invest in, or finance the expansion of financial institutions. We are well positioned to assist in structuring these transactions and to address the regulatory, operational, and transactional needs that can arise. Together, Venable's investment management and financial institutions attorneys can assist in navigating issues arising under the Bank Holding Company Act as well as SEC, FDIC, Treasury, and other regulatory pronouncements.

Compliance with Insurance Laws and Regulations

Financial institutions may be required to address state insurance laws when selling insurance products or providing insurance-related services, or in other insurance matters. Our attorneys have provided advice on issues such as co-branding insurance products and state licensing of insurance producers, assisted in responding to inquiries from state insurance departments, and represented banks, insurers, and others before State Insurance Commissioners.

Advising on Corporate Governance Matters

Our attorneys know what government regulators expect and demand. To that end, we advise on establishing internal controls that improve risk management while ensuring compliance with Securities and Exchange Commission (SEC) and other regulatory requirements, including advising on records retention procedures and document management techniques. We help our clients respond to government inquiries, guide them through investigations, and resolve disputes promptly and efficiently.

Structuring Employee Benefits and Compensation Arrangements

Financial institutions must deal with unique requirements related to compensation and employee benefits issues. Our team provides a wide array of services to banks and other institutions on matters related to executive compensation, employment contracts and agreements, compensation, severance packages, retirement programs, and more.

Complying with the Foreign Corrupt Practices Act

Organizations operating within the financial services realm must take heed to ensure compliance with all aspects of the Foreign Corrupt Practices Act (FCPA). With our deep experience with federal agencies such as the Department of Justice (DOJ) and SEC, our attorneys are able to provide knowledgeable advice on the policies, procedures, and protocols that ensure your institution remains compliant with all aspects of the FCPA.

Providing a Voice on Capitol Hill

When government decisions can affect your business, you need a voice for your interests in Washington. Whether it involves responding to potential legislation that concerns your institution, crafting a response to a congressional investigation, or soliciting support from the government for an issue important to your business, we can help. Our team includes former members of Congress, congressional staff, Cabinet members, and agency professionals who work to provide tailored responses to our banking clients’ concerns, particularly with regard to credit-crisis legislation.

Counsel to the Credit Counseling and Debt Services Industry

Within the credit counseling and debt services sphere, businesses face a broad and evolving set of regulations. We are a national leader in this area of law, and provide counsel on all manner of issues that can arise, ranging from federal tax-exempt status to state debt-adjusting laws, bankruptcy counseling, debtor education, and banking and financial services regulation.

Branding and Intellectual Property Counsel

Banks and financial institutions are service organizations that require strong branding to communicate with consumers, and to ensure confidence by enforcing against imposters, particularly on the internet. Our attorneys assist financial institutions in the U.S. and worldwide with registration, enforcement, and best practices with respect to trademarks, domain names, internet keywords, web development contracts, social networking sites, copyright, and software licensing and patents.

Providing Advice on Estate and Trust Administration

Our attorneys represent financial institutions in matters of estate and trust administration, including the preparation of estate tax returns and trust accounting and the interpretation of powers of attorney, wills, and trusts. Should a financial institution be named as an executor or trustee, we provide advice regarding local probate laws and trust codes. When a financial institution opens branches in new jurisdictions, Venable helps to develop internal policies and procedures for branch employees presented with powers of attorney, trust, and/or estate accounts. We also serve as tax advisors for financial institutions and represent them in litigation matters such as beneficiary disputes, tax audits, and controversies.

Advising on Real Estate Transactions

Like any other business, financial institutions require commercial office space from which to conduct their operations. To that end, we represent banks and other institutions across a broad range of real estate transaction matters, including the acquisition, sale, and leasing of commercial properties.

Mobile Banking: A Brave New Financial World

Mobile banking has become the most promising medium in which financial institutions can reach out to new and existing customers, because of its ability to provide services at any time or place in the world. With the rapid development of mobile banking, financial institutions have faced a serious problem: there are no specific laws concerning this burgeoning service sector. Venable attorneys have considerable experience in advising financial institutions on the new and novel applications of bank regulatory and security requirements that apply to mobile financial services.

Financial Technologies

For fintech companies, Venable delivers a one-stop shopping experience. We provide legal services with respect to securities, corporate, tax, patent, marketing, privacy, cyber, and bank regulatory matters, as well as counsel on a variety of state and federal legal issues. Venable is not new to the fintech world. We filed the charter application and we were the primary regulatory advisor to the largest internet bank in the country – from its birth until its acquisition a decade later by another financial institution. Our attorneys work with venture capital firms in the formation, operation, and regulation of new financial technology companies, and are advising fintech entities regarding partnering with traditional banks and about potentially becoming banks via de novo charters or acquisitions. Venable is also active in the policy space, where we recently formed a trade association for three of the largest marketplace lenders.

Practice Focus

• Regulatory and compliance
  • Representation and acquisition of troubled institutions
  • Defending officers and directors
  • Interacting with the FDIC as a receiver
  • Economic Stabilization Act
  • Federal and state regulation
  • Examination, supervision, and enforcement
  • Mergers and acquisitions
  • Charter applications and bank formation
  • New products and services
  • Corporate compliance
  • Electronic banking
  • SEC investigations
• Commercial loan documentation
• Corporate transactions
• Litigation and dispute resolution
• Consumer financial services
  • Strategic planning
  • Compliance and licensing
  • Bank operations
  • Consumer credit regulation
  • Mortgage lending
  • Payment systems and card operations
  • Lobbying and legislation
  • Litigation and dispute resolution
• Privacy and data security
• Investment in financial institutions
• Insurance regulations
• Corporate governance matters
• Employee benefits and compensation
• Foreign Corrupt Practices Act
• Legislative and government affairs
• Credit counseling and debt services
• Branding and intellectual property
• Estate and trust administration
• Real estate transactions
• Mobile banking

Client Focus

• Banks and thrifts
• Commercial lenders
• Consumer lenders
• Government-sponsored enterprises
• Insurance companies
• Securities underwriters and brokers
• Mortgage bankers
• Credit Unions
• Payments businesses