Robert Azarow is head of the Financial Institutions Mergers and Acquisitions practice and co-head of the Capital Markets Transactions practice. He has extensive experience advising banks, mortgage and specialty finance companies, insurance companies, investment banks, and other financial institutions on their most important transactional, corporate governance, and regulatory matters. Mr. Azarow's experience includes serving as lead transaction and regulatory counsel on financial institution mergers and acquisitions, including for privately held and public companies, financial asset acquisitions, branch purchases, reorganizations into holding company form, and acquisitions of failed financial institutions and distressed assets from the Federal Deposit Insurance Corporation (FDIC).

Mr. Azarow also has extensive experience with public and private offerings of equity, debt, and hybrid securities, both as issuer's counsel and underwriters' counsel, and conversions of thrift institutions from mutual to stock form. He also assists public companies in preparing their periodic securities law filings, proxy statements, and related shareholder meeting materials; insider trading; and other securities law compliance materials and related disclosure matters. In addition, he assists with stock exchange listing requirements, shareholder activism, and preparation of hostile takeover defenses.

Further, Mr. Azarow has assisted financial institutions with their regulatory compliance matters, including response to examination issues and transaction-related matters, as well as regulatory capital compliance, stock repurchase programs, capital distributions, permissible investments and activities, regulatory agreements for troubled institutions, and regulatory reporting.


  • Financial institution in joint DOJ/CFPB fair lending investigation.
  • Numerous financial institutions in connection with a variety of mergers and acquisitions, including public company mergers, asset dispositions, and branch sales.
  • Aurora Bank, FSB, a wholly owned banking subsidiary of Lehman Brothers Holdings, Inc., in connection with the sale of substantially all of its assets in 9 separate sale transactions aggregating in excess of US$2.5B of proceeds and the series of transactions resulting in the surrender of the bank charter and formation of a liquidating corporation for the final resolutions of Aurora.
  • PMI Mortgage Insurance Co., in rehabilitation and under receivership with the Arizona Department of Insurance, in connection with the sale of substantially all of its operating platform and related assets to Arch Capital Group (US) Inc.
  • Federal Deposit Insurance Corporation (FDIC) as conservator and receiver in connection with the sale of substantially all of the assets of IndyMac Bank, FSB to a consortium of private equity investors for a transaction value of US$13.9B.

  • Astoria Financial Corporation in connection with the acquisition of three publicly held financial institutions with deal values ranging from US$300 million to US$1.2B.
  • Waterfield Mortgage Company Incorporated in connection with the US$550M sale of its mortgage origination business and US$330M sale of its banking subsidiary, Union Federal Bank of Indianapolis.
  • Privately owned mortgage finance company in connection with its sale to a private equity firm.
  • Real estate private equity firms in connection with bids to the FDIC for the acquisition of distressed financial assets utilizing the FDIC's structured loan transactions.
  • US banking subsidiary of a foreign bank in connection with the acquisition of a federal savings bank.


Passage of the Economic Growth Act Modifies the Dodd-Frank Act and Provides Other Financial Regulatory Relief
Industry-Friendly OCC Regulations May Be On The Horizon
Banking Law360, Capital Markets Law360, Consumer Protection Law360, Public Policy Law360
Comptroller of the Currency: OCC's Current Agenda Focused on Relief for Community Banks and a Potential Fintech Charter
How Senate Bill Would Change Compliance For Midsize Banks
Banking Law360, Capital Markets Law360, Consumer Protection Law360, Private Equity Law360, Public Policy Law360, Securities Law360
Senate Passes Bill Modifying the Dodd-Frank Act and Providing Other Regulatory Relief; House Action Next


The Legal 500 US
M&A: Middle-Market (sub-$500m) (2013-2014, 2016-2018)
Financial Services: Regulatory (2014-2016, 2018)
Capital Markets: Debt Offerings (2018)
M&A: Large Deals (2011)
"MVP" for Banking Law (2013)


  • JD, University of Michigan Law School, 1986
  • BA, Franklin and Marshall College, 1983
  • New York

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