Practice Areas & Industries: Hinckley, Allen & Snyder LLP

 




Banking & Financial Institutions Return to Practice Areas & Industries

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Practice/Industry Group Overview

We help financial institutions navigate the increasingly complex maze of legal issues that they face each day. We focus primarily on work that requires highly specialized knowledge of the unique regulatory regime that governs financial institutions.

A Highly Respected Team Working on Challenging Matters
Our Banking & Financial Institutions attorneys – many of whom have earned national reputations – are known for the depth and breadth of their expertise. For example, we have:

–  represented buyers and sellers in bank mergers and acquisitions;

–  represented financial institutions and others in the development, marketing, operation, and sale of consumer financial services and products, including deposit account and overdraft programs, open-end and closed-end loan programs (including mortgages), sales finance contracts, credit card accounts and portfolios, prepaid cards, and health savings accounts;

–  served as counsel to the leading corporate trustees globally, advising them on all aspects of their corporate trust business;

–  advised public and private companies in the evaluation and implementation of corporate governance changes to comply with Sarbanes-Oxley, Dodd-Frank, exchange and listing requirements, and best practices;

–  represented banks and thrifts, or their financial advisors, in numerous mutual-to-stock conversions, including the largest and only double merger/conversion in the country;

–  represented banks in the acquisition and disposition of broker-dealers and investment advisors;

–  been General Counsel to the Connecticut Bankers Association for over a decade and, in that capacity, have been involved in numerous legislative, regulatory, and public policy initiatives that are important to the banking industry as a whole;

–  represented financial institutions in litigation matters, including class action suits, relating to Truth in Lending, mortgage foreclosure practices, officer/director liability, data breaches, overdraft programs, unfair and deceptive practices, federal preemption, and many other issues;

–  represented numerous banks in negotiation of and compliance with regulatory enforcement actions;

–  advised financial institutions, executives, and compensation committees on compensation issues particular to the financial industry;

–  as registered lobbyists, drafted important banking industry legislation and regulations, testified at hearings, and met with legislators and regulators to promote industry objectives;

–  represented chartered institutions and licensees in matters before supervisory agencies;

–  formed over 30 de novo banking institutions.


 

Services Available

Our attorneys offer a full spectrum of services relating to Banking and Financial Institutions, including:

Mergers and Acquisitions; Transactional Work
We are experienced in handling both simple and complex bank mergers and acquisitions, branch acquisitions and sales, and acquisitions and sales of other assets and liabilities (such as deposits, mortgage portfolios, trust businesses, and credit card portfolios). We have an interdisciplinary approach to these transactions, utilizing the skills of our financial services and corporate transaction lawyers.

Representative matters include:

–  Bank Rhode Island – represented the $1.6 billion bank in its 2011 sale to Brookline Bancorp, Inc.

–  Union Savings Bank – advised them in their $35 million cash acquisition of First Litchfield Financial Corporation.

–  New Alliance Bancshares, Inc. – represented the holding company in six acquisitions and in its sale to First Niagara Financial Group.

–  Savings Bank of Danbury – represented the bank in its acquisition and integration of a mortgage company subsidiary.

Consumer Financial Services and Products
We have assisted clients in designing, implementing, disclosing, marketing, and operating virtually every kind of consumer product or service offered over the last quarter century, including deposit and credit accounts, overdraft programs, electronic funds transfer and electronic presentment programs, online banking, direct and indirect auto finance programs, student lending, private banking programs, and prepaid cards. Following the creation of the Consumer Financial Protection Bureau, we have met with representatives of the Bureau, have been involved in efforts to streamline consumer disclosures for mortgages and credit cards, and have advised clients on regulatory developments and their effect on existing products and services.

Representative matters include:

–  Nationally-recognized distributor of prepaid cards – represented distributor in landmark preemption case and in nationwide distribution and branding of various prepaid cards, including development of account terms and conditions and marketing programs. Advised distributor with respect to licensing requirements, escheatment, bulk sales programs, anti-money laundering issues, and requirements of the Office of Foreign Asset Control.

–  Participated in Task Force formed by the Massachusetts Bankers Association to evaluate and comment on streamlined mortgage disclosure documents published by the Consumer Financial Protection Bureau.

–  Super-Regional National Bank – integrated program features and disclosures for national bank consolidating operations in five states.

–  Manufacturer of recreational vehicles – created 50-state retail finance program.

–  Connecticut Bankers Association and Connecticut Banks – Assisted banks with the creation of the first home equity line of credit products in Connecticut and represented the Connecticut Bankers Association in negotiating and drafting amendments to Connecticut law to accommodate those products in the face of resistance from consumer advocates.

–  State Law Compliance – Advised dozens of financial institutions – including many of the largest financial service providers in the nation – regarding compliance with state laws, often across multiple states.

–  Fair Lending – Advised numerous institutions in the development of fair lending compliance and “self testing” programs and in fair lending enforcement actions and investigations.

–  Wholesale and retail loan programs – Advised numerous institutions on the structuring of wholesale and retail mortgage lending operations, including the structuring of originator compensation programs, warehouse lines of credit, and correspondent agreements.

–  Money services businesses – Advised national money services businesses on multi-state licensing requirements and on compliance with 50 states’ laws.

Corporate Governance
We regularly advise financial institutions on structural and governance issues, such as choice of appropriate charter, corporate structure, formation of holding companies, and Board of Directors issues.

Representative matters include:

–  BNC Financial Group, Inc. – represented the company in establishing a holding company to allow for multi-bank subsidiaries and increased operational and capital flexibility.

–  Regularly speak to Boards of Directors at organizational events, retreats, etc. on the changing rules of corporate governance.

–  Represent Boards of Directors in self-assessment and committee-structuring projects.

–  Assisted large multibank holding company in the development of policies and procedures to comply with state and federal insider loan laws across all business lines in multiple states.

Mutual-to-Stock Conversions; Holding Company Transactions
We are experienced in mutual-to-stock conversions, mutual holding company reorganizations, reorganizations into a bank holding company structure, charter conversions, and other structural transactions.

Representative matters include:

–  NewAlliance Bancshares, Inc. – advised them in the then-largest and most complex mutual-to-public conversion in banking history, with two simultaneous mergers and more than $1 billion raised.

–  Rockville Financial, Inc., a NASDAQ Global Market company – advised them in their 2005 $85 million “first step” conversion/initial public offering and formation of a mutual holding company and their 2011 $170 million “second step” public offering.

–  First Connecticut Bancorp, Inc., a NASDAQ Global Market company – advised them in their 2011 $172 million mutual-to-stock conversion.

–  Connecticut Mutual Holding Company (CMHC) – advised them in the formation of Connecticut’s first multi-bank mutual holding company. CMHC initially held Northwest Community Bank and Litchfield Bancorp, and subsequently acquired Collinsville Savings Society.

Broker-Dealer and Investment Advisors
We have represented financial institutions in their acquisition of broker-dealers and investment advisors, and have advised the broker-dealers and investment advisors on a wide array of matters, including structuring joint ventures and other enterprises.

Representative matters include:

–  Fieldpoint Private Bank & Trust – represented the bank in its acquisition of broker-dealer Nutmeg Securities and investment advisor Analytic Asset Management.

–  Guilford Savings Bank – represented the bank in its acquisition of a controlling interest in investment advisor Asset Retirement and Investment Associates.

–  Infinex Financial Group – served as outside General Counsel for over 15 years, during which time Infinex has grown to be one of the largest bank-owned providers of investment and insurance products in the nation (i.e., through networking programs with community banks).

Litigation
Our in-depth knowledge of the financial services industry and regulatory environment equips us to represent financial institutions in large and small matters regarding compliance, unfair or deceptive trade practices, UCC check liability, loan servicing, foreclosure practices, and other issues. Our litigation team is strategic and cost-conscious in analyzing litigation options in individual and class actions to defend or prosecute our clients’ positions.

Representative matters include:

–  Represented banks in defense of class action litigation surrounding overdraft practices.

–  Represented banks in defense of class action litigation alleging violations of the Truth-in-Lending Act and state laws governing unfair and deceptive practices.

–  Represented banks and multiple bank industry associations in a nationwide putative class action against a major national retailer that experienced a large data breach relative to credit and debit card information (seeking to recover fraud losses and replacement card expenses and to highlight the importance of compliance with Payment Card Industry Data Security Standards).

–  Represented large national bank in class action litigation alleging improper crediting of credit card payments.

Industry Issues, Legislation, and Regulations
We represent financial institutions, trade organizations, and others in monitoring, commenting on, analyzing, and drafting legislation and administrative regulations affecting the financial industry.

For example, we have been involved in the following representative matters:

–  Represented a banking industry association in the negotiation and drafting of legislation creating one of the first foreclosure mediation programs in the nation.

–  Represented a banking industry association in the negotiation and drafting of state legislation to combat abusive and predatory mortgage lending practices.

–  Represented a banking industry association in efforts to streamline and modernize state service of process laws (i.e., to reduce the regulatory burden associated with subpoenas, garnishments, executions, tax warrants, child support payment tracking, etc.).

–  Represented an industry association in negotiating and drafting amendments to Connecticut “gift certificate” laws to allow for the issuance of prepaid cards with expiration dates and to harmonize state law with Federal Reserve Board Regulation E.

–  Testified at legislative hearings regarding numerous matters of importance to the industry, including privacy and data security, subprime lending, ATM fees and ATM security, foreclosure issues, and overdraft practices (just to name a few).

–  Represented an industry association in the negotiation and drafting of legislation requiring the registration of properties that are subject to foreclosure.

–  Served on Task Force (appointed by state legislature) to explore concerns with “nontraditional” lending products.

–  Represented a banking industry association in discussions with a large Connecticut city that had issued ID cards to undocumented immigrants seeking to gain access to banking services for that segment of the city’s population.

–  Represented an industry association in the development of an auction program for the contents of safe deposit boxes that have escheated to the state.

–  Chaired state industry task force on privacy and data security and represented industry association in the negotiation and drafting of state data breach laws.

–  Chaired Law Review Task Force Committee that rewrote and modernized the statutory provisions that govern the authorized “powers,” and the permissible “loans” and “investments,” of Connecticut chartered banking institutions.

Dealings with Supervisory Agencies
We frequently represent banks and licensees in the examination process, including responding to examiner’s requests and comments and in formal responses to Examination Reports.

Representative matters include:

–  Licensed Sales Finance Company operating in 50 states – represented a sales finance company in responding to a Massachusetts Division of Banks Examination Report alleging extensive compliance violations, addressing each of the issues raised by the Division in a manner that normalized relations with the licensing authority and preserved the licensee’s good standing in the state.

–  Online Lead Generator for Mortgage Loans operating in 50 states – represented online company in response to Massachusetts Division of Banks examination alleging violations of the SAFE Act and other licensee obligations.

–  Have represented various financial institutions in responding to and negotiating memoranda of understanding, formal orders, and civil money penalties in more than 20 instances.

–  Have represented numerous financial institutions in connection with internal fraud and embezzlement investigations.

–  Have represented numerous financial institutions in connection with fair lending investigations and enforcement actions.