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• Introduction to Financial Institutions
• » Financial Regulatory Advice
• Capital Markets
• Mergers and Acquisitions
• Compliance and Enforcement

We provide comprehensive U.S. bank and securities regulatory advice to many of the world's leading financial institutions, including U.S. and international banks, insurance and reinsurance companies, broker-dealers, securities exchanges, clearing agencies, investment companies, investment advisers, hedge funds, private equity funds and other regulated financial institutions. We also provide targeted U.S. insurance regulatory advice to insurance and reinsurance companies related to their capital raising, new products and acquisitions.

Our financial regulatory advice to financial institutions has spanned a wide range of subjects, including the chartering of new banking institutions and their subsidiaries; charter conversions; the expansion of regulated banking and non-banking activities through acquisitions and de novo expansion; broker-dealer registration and material changes in business operations, the treatment of new financial products under regulatory capital requirements; legal risks in cross-border payment and securities settlement systems; and insolvency, conservatorship and receivership issues.

Significant recent financial regulatory advice to U.S. or international financial institution clients has included advice on:

Anti-money laundering Anti-tying Basel II Best execution Books and records Change of control Complex structured products Corporate governance Debanking / Rebanking Energy derivatives Exchange demutualization Federal preemption FHC elections Geographic expansion Hedge funds Insurance powers Internal controls Life settlements Listed OTC options

Loss of FHC status Market data Margin rules Merchant banking Private Equity Regulation of securities exchanges Regulatory capital Research reports Rule 15a-6 Sarbanes-Oxley Short sales SRO membership Strategic minority investments Supervisory actions 23A/23B Trading rules (including Reg. NMS) Utah industrial banks

We have extensive experience representing financial institution clients before a wide range of U.S. federal and state financial regulatory agencies, including:

Federal Reserve FDIC OCC OTS NY Banking Dept Other State Banking Depts FinCEN

OFAC SEC NASD NYSE CFTC NY Insurance Dept Other State Insurance Depts

Many of our current and former lawyers have held prominent positions with many of these financial regulators and related law enforcement agencies, including:

Federal Reserve Governor Three SEC Commissioners FDIC General Counsel OCC Deputy Chief Counsel OTS Chief Counsel OFAC Chief Counsel CFTC Chairman Under Secretary of Treasury, Domestic Finance

Two SEC Enforcement Directors NYSE Enforcement Director U.S. Attorney, SDNY Deputy Chief, Criminal Division, SDNY CIA General Counsel Philadelphia Stock Exchange General Counsel

• Our lawyers have played a leading role in some of the landmark developments in U.S. financial regulatory history:

  •  Repeal of Glass-Steagall

  •  Creation of financial holding companies and merchant banking powers by the Gramm-Leach-Bliley Act

  •  SEC's alternative net capital rule based on Basel II and the option to submit to consolidated supervision by the SEC

  •  First post-GLB order from the Federal Reserve expanding the list of activities considered to be financial in nature to include finder activities

  •  Creation of Euroclear and its exemption from U.S. clearing agency regulation

  •  Exemption from Section 402 of Sarbanes-Oxley for extensions of credit by non-U.S. banks to their officers and directors

• We believe that public service by our lawyers provides us with unparalleled experience and access to the most important financial regulatory and law enforcement agencies.

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