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Regulatory and Strategic Counseling

Arnold & Porter counsels clients on complex issues arising under the statutes, regulations, and regulatory guidance governing financial services firms, their structure and governance, and the products and services they provide. We also counsel clients on the application of agency guidance documents and statements of policy on a wide range of issues, in order to assist in identifying significant legal, supervisory, compliance, operational and reputational risks, and implementing policies, procedures, systems, and controls tailored to address those risks.

We work with clients to obtain regulatory approvals, registrations, and licenses required to conduct and expand their businesses. We frequently meet with regulators and work with clients to provide comments on proposed regulations and request interpretations of existing statutes and rules. These efforts have led to favorable changes to agency rules and novel legal interpretations that have enabled our clients to offer new products and services, structure operations, and to expand the scope of their operations in an efficient manner, consistent with their business objectives.

Experience Highlights

  • Bank in establishing a nondepository trust company, including all regulatory and corporate issues in the transaction.
  • Bank holding company in several acquisitions of fintech and financial firms, as well as in general advice on bank and securities regulatory issues and corporate structures.
  • Financial services holding company in the regulatory aspects of its OCC filings and BHC Act prior approval requirements for converting its wholly owned nondepository trust company into a depository trust company.
  • Financial services firms and borrowers regarding (1) new financing facilities under the COVID-19 emergency Federal Reserve and CARES Act financing facilities, including Paycheck Protection Program (PPP) requirements, documentation and processes; and (2) the enforcement and litigation considerations associated with these financing programs.
  • First Republic Bank in its 2010 re-establishment as an independent institution and in (1) ongoing advice to the bank and its subsidiary broker-dealer, investment adviser and insurance agency on a broad range of regulatory and compliance issues associated with new products and product extensions, the Volcker Rule and other elements of the Dodd-Frank Act; (2) commercial matters involving negotiation and documentation of transactions and services arrangements with third parties, acquisition and creation of new business lines, and investments; and (3) legislation and rulemaking.
  • Multiple US and foreign banks on Volcker Rule, BHC Act, merchant banking rule, Investment Company Act exemptions, broker-dealer, investment adviser, and other securities law compliance issues in structuring joint ventures, investment programs and private fund products.
  • National bank regarding permissible investment and operating subsidiary issues for joint venture equity investment and debt financing of new executive office building.
  • National bank regarding captive REIT subsidiary reorganization.
  • New York state chartered financial institution placed into conservatorship and its conservator in ongoing federal and state law regulatory, compliance, examination, and enforcement counsel.
  • Piermont Bank in all aspects of forming a new state-chartered bank, including all regulatory applications (advice and processing), corporate governance advice and initial capital raise.