Hunton Andrews Kurth LLP’s financial institutions corporate and regulatory group focuses on bank regulatory and corporate matters. Lawyers within the practice represent banks, thrifts, foreign banks, their branches and agencies and other financial institutions, as well as bank and thrift holding companies and their officers, directors and owners. We have established and represent trust companies and bank trust departments. Decades of experience representing clients in the banking industry provide a solid foundation for our representation of clients in a broad range of transactions. Our practice includes substantial regulatory representation at state and federal levels.
We represent clients in public and private offerings of debt and equity securities, including subordinated debt, assisting clients with TARP, as well with other federal programs to enhance liquidity and capital to financial institutions, the full range of corporate transactions, ownership succession and estate planning issues, officer and director compensation packages and retirement planning, negotiating and restructuring stock loan programs and negotiating and defending regulatory administrative actions, as well as responding to penalty referrals and providing advice about all aspects of banking statutes and regulations and interpretation of the same. We also represent bank clients engaging in nontraditional activities and acquisitions involving insurance, securities brokerage and investment advisory services.
Regulatory Practice
Our lawyers provide daily legal and regulatory advice regarding the scope and impact of new and existing statutes, regulations and interpretations, such as regulatory capital guidelines, fair lending, BSA and privacy. In addition to keeping abreast of developments, we seek to anticipate trends and assist individuals in designing plans and taking action to meet their obligations, helping them avoid or minimize potential liability.
Through many years of advice and counsel to individuals and institutions in the banking industry, we have developed solid working relationships with federal and state regulatory agencies and with the influential trade associations that represent independent banks in the process of legislative and regulatory rulemaking.
The types of regulatory matters and issues on which we advise our clients include:
Our lawyers have advised clients operating complex bank and thrift holding company structures where the bank or thrift regularly cross-sells to and enters into joint-marketing and other business arrangements with the other subsidiaries. We have advised these multi-billion dollar financial institutions on numerous compliance issues; e.g., Reg. W (23A and 23B), privacy, RESPA, and affiliate-sharing of customer information under FCRA, to name a few.
Financial Institution Transactions
We represent sellers, purchasers and investors in connection with stock acquisitions, mergers, and purchase and assumption transactions involving healthy, troubled, and failed banks, thrifts and credit unions. In the last 15 years, our financial institutions corporate and regulatory lawyers have participated in more bank M&A transactions than any other law firm in the United States, providing assistance in structuring acquisition transactions to resolve differences as to the value of assets, to minimize risk to buyers, sellers and their officers, and directors and shareholders, while helping them maximize available tax strategies.
Among our many services, we advise on chartering new banks and thrifts; forming bank holding companies; merging and acquiring banks and their holding companies; engaging in stock repurchases, tender offers, proxy contests, reverse stock splits, strategic planning (we have facilitated on average eight strategic planning sessions each of the last four years), other shareholder ownership issues, and orderly ownership transition; forming family limited partnerships, gifting programs, redemptions, as well as methods to provide for acquiring failed and failing banks with government financial assistance; and charter conversions and facilitate change in bank control transactions and filings.
Community Bank Independence
We have been instrumental in facilitating board and management strategic planning. When appropriate, we have assisted in implementation of defensive techniques and in contesting proxy fights and tender offers. We have structured succession arrangements consisting of, among other things, holding company redemptions funded with insurance or otherwise, ESOPs, family limited partnerships and trusts, and buy/sell, co-sale, right of first refusal and other shareholder level agreements. Our efforts have assisted management in arranging appropriate compensation packages, including deferred compensation, stock options, phantom stock, death benefits, redemption and “put” arrangements and severance provisions.
Capital Formation
Lawyers in this practice advise existing and newly formed institutions and holding companies in raising capital through private and public offerings of equity and debt securities. We have worked extensively with national and regional investment banking firms. We practice extensively in matters applying the securities rules and regulations of the SEC, OCC and the FDIC, as well as state blue sky laws. We have represented dozens of clients in connection with funding under the US Treasury’s capital purchase program under TARP.
Troubled Banks and Holding Companies
Institutions and holding companies that have experienced economic difficulties are faced with regulatory and lender pressures. We regularly assist clients in their efforts to return financial institutions to strength and stability.
Following are examples of some of the projects in which we have helped restore failing banks and thrifts to financial health: