Corporate Governance

Financial Institutions

Because many of our lawyers have prior regulatory agency experience, we have an appreciation for what the regulators expect and demand in the development, implementation, maintenance, and monitoring of a strong corporate governance structure for financial institutions. We routinely advise financial institution clients on the establishment of board of directors committees, their appropriate governance structure, reporting responsibilities, and the necessary documentation to support decision-making. We work with clients to develop board committee charters, governance policies and procedures, and special committee formation, independence, and structure. Our lawyers regularly advise senior management, directors, and board committees on the expectations of the regulators and the ways in which a robust corporate governance structure can be used to assist when responding to government inquiries, investigations, and enforcement actions, or when addressing issues relating to institutional risk management, transactions with affiliates, or conflicts of interest. We also counsel company boards when they receive shareholder demand letters and defend company boards when sued in derivative actions.

Representative Experience

  • Represented the Board of a multi-billion dollar bank in the formation of a Special Committee; drafting its Committee charter, policies, and procedures; and advising on the structure, independence, and documentation of the Committee's oversight of an internal investigation regarding loss mitigation and foreclosure process deficiencies.
  • Represented the Risk and Compliance Committee of a large community bank in the development and implementation of action plans, policies and procedures, and agency reporting mechanisms to comply with regulatory requirements imposed by an agency enforcement action relating to BSA/AML deficiencies.
  • Represented a mid-sized bank and its holding company in the development of board-level enterprise risk management policies and procedures, and documentation of board decisions for compliance with an agency enforcement action.
  • Advised senior management and the Board of a mid-sized bank regarding the corporate governance requirements to satisfy regulatory documentation and decision-making expectations in connection with a lookback review imposed by regulators in an enforcement action.
  • Represented the Trustees of AIG Credit Facility Trust in a wide range of matters including financial regulatory, corporate governance, M&A, press and media relations, and congressional oversight.

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