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Regulatory and Legislative Counseling, Including Dodd-Frank Act Resources

Our counseling activities span the gamut from consumer financial services regulation to regulation of payment systems to mergers and acquisitions, and other structural issues faced by financial institutions. We understand the seismic shifts that have occurred on the financial landscape, including significant reforms enacted by Congress, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the myriad formal and informal regulatory initiatives that have accompanied those legislative reforms, and changes in financial technology (fintech) and financial markets.

Business Transactions

Our lawyers assist a wide range of organizations in structuring and negotiating contracts involving financial products and services and obtaining necessary regulatory approvals for the underlying business arrangements. U.S. and global financial institutions, payment systems operators and service providers, and technology, securities, insurance, finance and mortgage companies all rely on our Banking and Financial Services lawyers to provide the combination of regulatory and transactional expertise that is needed to safely do business in a highly regulated, intensely scrutinized industry. Whether the matter involves a financial institution merger, acquisition or formation, an acquisition of financial assets, the creation of a strategic alliance or the outsourcing of core processes by or to a financial institution, Sidley has led the way in some of the industry’s most innovative transactions.

Litigation and Enforcement

Our team has represented clients in litigation involving banking and financial services before the United States Supreme Court, the federal courts of appeal, federal district courts and state courts. We also assist with agency examination and enforcement before federal and state agencies and regulatory bodies such as the U.S. Department of the Treasury, the Federal Reserve, FDIC, the Office of the Comptroller of the Currency (OCC), the CFPB, state bank regulatory agencies and Attorneys-General, as well as the Financial Conduct Authority and the Prudential Regulation Authority in the U.K. We have litigated nationwide consumer class action claims and defended our clients against regulatory investigations.

Representative Engagements

Our services include assisting clients with all of the following (specific examples are listed in connection with specific Areas of Focus):

  • Forming and acquiring banks, savings associations, industrial loan companies, trust companies and other depository institutions and obtaining regulatory approval for charters, federal deposit insurance and holding company registration.
  • Purchasing or selling loan and payment card portfolios and the negotiation of program agreements, joint ventures and similar arrangements.
  • Developing new products, services and distribution networks, particularly for Fintech companies.
  • Complying with federal and state laws regulating deposit-taking, funds transfer and trust operations; making use of federal preemption of state laws; and developing nationwide programs for mortgage, credit card, automobile and other financing activities.
  • Undertaking multi-state licensing projects for delivery of money transmission services.
  • Acquiring mortgage banking companies, finance companies, trust companies, broker-dealers, investment advisers and other providers of non-bank financial services.
  • Corporate restructuring, consolidation of operations and interstate expansion.
  • Implementing electronic and mobile banking and commerce, and electronic distribution of government benefits.
  • Devising fair lending and community reinvestment compliance strategies, including in connection with examinations, investigations, protested applications and litigation.
  • Addressing financial privacy issues, including the requirements under the federal Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, and the EU Data Protection Directive.
  • Negotiating enforcement agreements and memoranda of understanding with federal and state bank regulatory agencies.
  • Addressing public policy issues, including federal and state legislative and regulatory initiatives.
  • Acquiring the assets and liabilities of failed institutions from the Federal Deposit Insurance Corporation.
  • Complying with the interrelated federal and state regulatory schemes governing the sale of securities, insurance, mutual fund and commodity products by depository and non-depository institutions.
  • Addressing anti-money laundering and combating the financing of terrorism (AML/CFT) issues, including the development of AML/CFT programs, policies and procedures to comply with the Bank Secrecy Act, as amended by USA PATRIOT Act, as well as consulting on compliance with Office of Foreign Asset Control (OFAC) regulations.
  • Counseling clients on structural issues such as powers limitations, control questions, affiliate transaction limits and capital requirements.
  • Advising on regulatory implications of entering into agreements with federal and state agencies to provide services to the government.