Financial Services

Strategic Legal Solutions for the Financial Services Industry

We advise and assist clients in all aspects of their legal operations, from evaluating and aiding a client’s regulatory compliance to assisting with potential transactions, including:

Finance

• Bringing together our bankruptcy and restructuring, commercial lending, real estate finance, public finance, and structured finance and securitization practices, our finance team offers a comprehensive, interdisciplinary approach to the opportunities and challenges presented to our clients.

Product Development

• Strategizing and counseling on new product development, including new private banking and consumer credit products, and drafting and reviewing consumer disclosures and contracts.
• Creating and investing in specialty projects such as affordable housing limited partnerships, tax-credit partnerships, community reinvestment loans and equity investments, tax lien financings and other opportunities for financial services firms.

Registered and Private Investment Funds

• Assisting with all legal issues throughout a registered investment fund’s life cycle — from evaluating investment strategies and distribution plans to identifying the ideal fund structure through fund formation, registration, launch and post-launch phases.
• Providing both fund sponsors and institutional investors with practical, high-quality service, including creative structuring, regulatory and tax guidance; advising on management and operations throughout a fund’s life cycle; providing legal due diligence; advising on market practices; and negotiating side letters.

Restructuring and Workouts

• Handling the full range of in- and out-of-court restructurings, we counsel clients in the initial stages of workouts and the negotiation of forbearance arrangements and guide clients through the next stages, which may include confession of judgment, foreclosure, receiverships, judgment enforcement, bankruptcies and liquidations.

Transactional

• Structuring, negotiating, closing and handling all aspects of complex mergers, acquisitions, and dispositions and joint ventures, including purchases and assumptions, branch purchases and sales, interstate mergers, and other strategic acquisitions.
• Handling all aspects of securities (debt and equity) offerings, including preparation of proxy statements and prospectuses, registrations, and other federal and state filings for securities offerings.
• Structuring, negotiating and closing tax-free financings.
• Advising banks, commercial finance companies, private debt and credit funds, specialty finance companies and hedge funds offering syndicated, participated and single-lender loans and other credit accommodations. We assist with the structuring, negotiating, documenting and restructuring of numerous types of financing transactions, including asset-based loans, cash-flow financings, leveraged financings, mezzanine loans, middle-market loans, real estate loans, second liens and unitranche loans.

Regulation and Compliance

• Participating extensively in the representation of our clients before the Federal Deposit Insurance Corp., Federal Reserve, Office of the Comptroller of the Currency, National Credit Union Administration and SEC, as well as many state banking, insurance, securities and other regulatory agencies.
• Handling supervisory enforcement actions, regulatory applications, interpretation and application of federal and state law, and providing analyses and commentary on regulations proposed by federal and state regulators.
• Preparing and reviewing compliance and other risk management manuals and procedures with respect to the Foreign Corrupt Practices Act (FCPA) and anti-money laundering and Office of Foreign Assets Control regulations.
• Conducting compliance audits and creating compliance and training programs for applicable personnel.
• Reviewing periodic SEC reporting, assisting with preparation of proxy statements and prospectuses, as well as registrations and other federal and state filings for securities offerings.

ERISA & Employee Benefits

• Handling all aspects of employee benefits and compensation matters.

Government Affairs

• Strategizing and counseling on governmental affairs, business development and lobbying initiatives.

Government Enforcement and Investigations

• Conducting complex investigations on behalf of financial institutions and their boards of directors, board committees and management.

Litigation

• Handling all aspects of financial services litigation and alternative dispute resolution, whether in court, before a regulator (or regulatory agency), or in arbitration or mediation.
• Advising publicly traded companies and their directors and officers, as well as national financial institutions (e.g., banks, broker-dealers, investment advisers), in complex commercial and class action litigation, including cases involving financial products and services, securities fraud allegations, director and officer (D&O) liability, lender liability matters, Racketeer Influenced and Corrupt Organizations (RICO) Act claims, and M&A disputes.
• On behalf of some of the world’s largest banks, lenders, credit card companies and loan servicers, handling litigation arising from the origination and servicing of residential mortgages, retail banking, consumer protection laws, privacy and data security, debt collection, and short-term and payday loans.

Tax

• Addressing complex tax planning and tax controversy issues.

Representative Matters

• Advised 1st Colonial Bancorp Inc. in a merger agreement with Mid Penn Bancorp Inc. in which Mid Penn acquired 1st Colonial in a cash and stock transaction valued at approximately $106.1 million.
• Secured summary judgment on behalf of a bank in the U.S. Court of Appeals for the Second Circuit in a complex case involving a multimillion-dollar burglary affecting a safe deposit box.
• Advised Oak Hill Wealth Advisors, a Lansdowne, Virginia-based wealth management firm, in its merger with Cerity Partners, a full-service wealth management firm in the United States.
• Represented Silvi Materials, a vertically integrated leader in construction materials, in its acquisition of Eagle Rock Concrete.
• Represented TradePMR, a custodial and portfolio management platform for registered investment advisers, in an approximately $300 million acquisition by Robinhood Markets Inc.
• Represented the special committee to Blue Owl Capital Corp. III, a specialty finance company regulated as a business development company, in a merger with Blue Owl Capital Corp.
• Represented a large regional bank, as administrative agent, in connection with a $95 million construction loan secured by a branded short-term-stay apartment project, which included two tiers of preferred equity and associated complex intercreditor issues.
• Represented Chatham Financial, a global leader in financial risk management advisory and technology, in its acquisition of EA Markets.
• Represented a state-chartered bank in the concurrent transactions of its reorganization into a bank holding company structure, acquisition by merger of another bank holding company, and initial registration of its securities on Form S-1, to be issued in connection with both the reorganization and merger.
• Defended a broker-dealer against a large monetary claim for losses incurred relating to commodities trade execution and reporting.
• Represented a U.S.-based broker-dealer of an international bank in an investigation and prosecution by the U.S. Department of Justice (DOJ) Antitrust Division alleging price-fixing among traders.
• Represented a banking institution in defense of a copyright infringement lawsuit brought in the Eastern District of Pennsylvania.
• Advised both creditors and debtors about tax issues involved with both filed bankruptcy cases and private workouts.
• Advised a boutique alternative investment firm focused exclusively on the closed-end fund market with restructuring a master-feeder hedge fund to add provisions for ERISA investors.