Co-Chair, Financial Services and BankingCapital MarketsMergers and AcquisitionsVenture Capitalemail
Co-Chair, Financial Services and BankingCorporate & FinanceCapital Marketsemail
The bank bailout, a tougher Treasury and SEC, investment banks and community banks failing. The last five years have seen unprecedented upheaval in our financial system. Accordingly, financial services organizations face challenges like never before. The continuing volatility in the financial system and new and complex laws and regulations are profoundly changing almost all sectors.
As financial services organizations look to recover from this crisis, Manatt has the experience and judgment to help companies navigate the risks and complexities in today’s financial markets.
Decades of Experience Work to Your AdvantageWe advise clients on a broad range of legal and business matters from evaluating strategic business opportunities to structuring complex capital markets transactions. The group brings together lawyers specializing in banking and finance, capital markets, mergers and acquisitions, venture capital, regulatory compliance, tax, and antitrust analysis. Our team of Financial Services & Banking lawyers helps companies navigate through the various policies and ever-changing rules of the regulatory agencies and to efficiently address complex finance issues. Several of our attorneys have gained specific capabilities through service with government agencies and senior level in-house positions with prominent financial institutions.
Manatt is recognized as one of the leading financial services law firms in the United States, counseling more than 300 financial institutions across the nation and abroad. We represent virtually every type of financial institution, including commercial banks, domestic and foreign financial holding companies and bank holding companies, savings institutions, savings and loan holding companies, representative and agency offices of foreign banks, leasing companies, industrial loan companies, specialty finance companies, trust companies, and credit unions. We also represent investment banks in capital markets transactions for these types of companies.
We are well equipped to navigate the corporate financing landscape, both for companies seeking to raise capital and the underwriters who help provide it. In addition, the American Bankers Association and the California Bankers Association have used our services as outside counsel in California and Washington, D.C.
Connections that CountManatt offers much more than legal services, we also provide connections. With decades of hands-on experience in and with financial institutions, we are intimately familiar with the structure and inner workings of many financial service entities and their regulators. We provide the full array of company representation, including counseling on day-to-day operations of banks, cash management, check/payment processing, letters of credit, factoring and foreign exchange and swap transactions.
We go beyond the traditional role of lawyers to help you solve problems and create opportunities. We understand your transactional work, operational concerns, regulatory requirements, and commercial and consumer disputes, and can help you achieve maximum competitive advantage with creative counseling on the full range of banking industry issues.
Recent experience includes:
Financial institution operations are subjected to intense scrutiny by government regulators. From public attention under the Fair Housing Act and Equal Credit Opportunity Act and close antitrust and supervisory examination of acquisitions and mergers, to the behind-the-scenes compliance requirements of the Bank Secrecy and USA PATRIOT Acts and a host of technical lending and operations regulations, Manatt banking attorneys have the regulatory insight, skill and reputation to help you with any issue.
Our national practice brings us into frequent contact with financial institution agencies in many states, and we constantly interact on compliance and expansion matters with federal regulators at the:
Whether the issues involve federal or state jurisdiction, we work to advance your business goals and ensure that you receive full statutory protection in any issue involving regulatory oversight.
When bank examinations raise compliance issues about your day-to-day operations, we are effective advocates in dealing with potential informal or formal enforcement action. As examples, we:
We help our banking clients raise capital through SEC-registered public and private offerings of equity, debt, convertible and preferred securities. Our attorneys use excellent working relationships with national, regional, foreign, and boutique investment banking firms to raise capital and to represent lenders in traditional secured and unsecured credit transactions, interest rate swaps and other derivatives, major syndicated loan transactions, factoring, letters of credit and debt restructuring.
Manatt's lawyers have served as counsel in numerous mortgage- and asset-backed securities offerings in markets worldwide, as well as other secondary market activities. We represent financial institution issuers, as well as underwriters, servicers, sellers and trustees in transactions that securitize a wide range of financial assets. Among the investment vehicles we have worked on are:
Manatt banking attorneys fully understand the cash transactions by which you interact with your customers, and can help answer regulatory issues and help resolve litigation involving them. Our coverage includes wire transfers, deposit agreements and brokered deposits, ATMs and online banking, negotiable instrument laws and letters of credit. We are fully prepared to handle disputes over check fraud, privacy issues, legal processes and similar issues that may involve small monetary amounts but often turn on highly technical banking issues.
Back office operations are also an important part of cash management, and we help our clients with the many complexities involving the interrelationships of technology and regulation for electronic processing of payments, cash management, credit card processing, and electronic data interchange. We offer advice on the Uniform Commercial Code, federal and state laws and regulations, and Visa/MasterCard credit card association rules, and prepare effective contracts for data processing, servicing arrangements, hardware and software purchasing and licensing, and technology agreements and joint ventures. Activities on which we counsel include:
When litigation is unavoidable, we are effective advocates for you at trial and in administrative proceedings involving, among other subjects:
Manatt litigators are also fully prepared to represent you in alternative dispute resolution forums, arbitration hearings and appellate proceedings.
In addition to our experience in capital market transactions, we represent lenders and borrowers in virtually every aspect of commercial finance. Transactions that we can assist you with encompass:
Manatt attorneys are adept at addressing complex subordination and intercreditor issues, and we represent creditors at all levels of the capital structure. We also have substantial experience in joint ventures, product and technology licensing, distributorship arrangements, and lease finance, including leveraged leasing and synthetic leasing.
We help financial institutions and other lenders comply with the complex mix of state and federal laws governing credit extended to consumers, including RESPA, the Truth in Lending Act and Regulation Z, non-discrimination laws such as the Equal Credit Opportunity Act and Regulation B, the FCRA and other credit reporting laws, and privacy rules. Our lawyers can represent you before federal and state examiners, agency staff attorneys and other regulators that enforce consumer credit laws governing credit cards, mortgage loans, home equity loans, automobile loans and leases, installment loans, revolving facilities, retail installment credit, student loans and other types of credit and loans. We can:
We have a special focus on helping mortgage banking companies comply with consumer lending laws. We understand the state licensing options available to these companies and advise lenders (as well as builders and brokers) on FHA/VA, FNMA/FHLMC and RESPA requirements for mortgage loans and business arrangements. We are also well familiar with the host of state and local predatory lending regulations that apply to mortgage banks and other consumer finance operations.
We advise publicly held banks and financial institutions on the full range of governance and disclosure issues. Our attorneys are well versed in the requirements of the Sarbanes-Oxley Act and we guide managements, boards of directors and independent board committees on their obligations involving:
In light of today's heightened concern over ethical compliance, our team has extensive experience in handling civil and criminal government investigations, and can help you conduct internal investigations when allegations or suspicions of problems arise.
Our partners are adept in handling the many issues concerning the issuing of credit cards and, conversely, the processing of credit cards. We represent issuers that are established in the market, and regularly counsel and assist such financial institutions on the regulatory matters concerning the issuance of consumer credit cards. For financial institutions interested in establishing a credit card issuing capability, we have assisted in all aspects of a credit card launch, from providing regulatory counsel to the negotiation of all necessary service provider agreements to the acquisition of credit card portfolios for such issuers.
On the credit card processing side, we have assisted our clients that wish to become settlement banks, negotiating their agreements with service providers, acquiring credit card portfolios for such clients, and assisting then with the regulatory matters impacting their industry. In addition, we represent credit card processors and independent service organizations/member service providers as well in their sale and purchase of companies and credit card portfolios, in negotiating agreements with other service providers and with respect to their daily operations and in the interpretation of the various regulations and rules impacting the industry.
Representative of the types of matters we have handled for our clients involved in the credit card industry are:
We frequently represent financial institutions and lenders as secured creditors in bankruptcies, liquidations and foreclosures. Our representation often begins at the start of a transaction, as we prepare the loan documentation and covenants to provide maximum creditor protection in the event of bankruptcy or foreclosure. Once a case is before the bankruptcy court, our focus is on whether a reorganization or liquidation of the debtor is the action best suited to recover our clients' investment. We counsel financial institutions in all matters involving nonperforming loans and loan workouts, including renegotiating and redocumenting credits, intercreditor matters, restructuring and workouts, and collection and foreclosure proceedings. We work with banks that become lenders to the debtor-in-possession, secure return of assets using deed in lieu of foreclosure transactions, and frequently advise on distressed asset sales. But we are also fully prepared to pursue adversary proceedings in litigation.
Banks and financial institutions, like most other companies, face a growing volume of litigation alleging discrimination and wrongful termination in employment relationships. Our clients also face specialized employment issues, such as the use of commissioned loan brokers as independent contractors and defalcation-related matters. We believe that proactive employment law counsel is the key to helping you avoid employment and benefit disputes. Our lawyers work with your human resources personnel and in-house counsel to develop counseling and training policies and practices that preserve your competitive flexibility while keeping you in compliance with the laws governing:
We frequently represent banks and financial institutions that serve as trustees and administrators of pension, profit sharing and employee stock ownership (ESOP) plans. Our attorneys regularly secure favorable IRS determination letters for these plans, and handle audits by the IRS and Department of Labor examinations. When necessary, we defend plan administrators and trustees in ERISA claims and lawsuits alleging breach of fiduciary duty or other violations of plan provisions and participants' rights, including claims of alleged prohibited transactions.
We work regularly with the full range of insurance issues that you face in your daily operations, involving both insurance coverage concerns and the regulation of insurance-based investment products. Coverage-related issues that we can help with include:
We have experience with industry-specific insurance products, including GAP insurance, fidelity bonds and BOLI.
Insurance-based investment products are increasingly becoming part of bank product offerings in today's rapidly changing marketplace, and Manatt attorneys understand all the implications of the Investment Company and Investment Advisers Acts of 1940, the Securities Acts of 1933 and 1934, and other laws as they govern new financial products. We advise you on the structure and regulation of variable annuities, guaranteed investment contracts, modified guaranteed annuities, equity index annuities and other novel or complex investment vehicles.
We also represent insurance companies, which may become or be acquired by financial holding companies, in coverage and regulatory matters, including NASD arbitrations.
With intellectual property and advertising law practices that are among the most dynamic and comprehensive in the country, Manatt is well positioned to advise banks and other financial institutions on regulation and litigation involving both of these complex areas of business. Our intellectual property counsel to banks includes:
Many intellectual property issues for banks are directly involved with state and federal laws regulating advertising and promotion, and our legal and strategic capabilities in advertising, marketing, media and promotion are second to none. Our experienced attorneys in the nation's financial and advertising centers help banking clients by:
As a national litigation powerhouse, Manatt helps banks and financial institutions with all the typical commercial litigation that arises in the course of doing business:
In addition, we have handled highly specialized controversies involving antitrust implications in bank mergers, grants and denials of permission to engage in nonbanking activities, administrative enforcement orders, and suits against the Federal Deposit Insurance Corporation for losses caused by changes in legislation that made so-called "supervisory goodwill" ineligible for treatment as regulatory capital.
Manatt attorneys have broad experience in litigating claims brought under federal and state unfair competition and consumer fraud laws. These are common tools used by plaintiffs' lawyers against financial services companies. We have defended unfair competition lawsuits over business practices in the mortgage lending, auto finance, retail banking, and commercial real estate finance and investment banking industries. Often these involve allegations of unlawful conduct based on claimed violations of federal and state banking laws and regulations. Our litigation professionals draw on the deep experience of Manatt's banking and regulatory attorneys for innovative defense strategies.
Unfair competition and consumer fraud lawsuits against our financial institution clients are often brought as class actions. We are skilled at all aspects of class action defense, from attacks on the pleadings and challenges to certification (either by opposing certification motions or to strike class allegations) through and including trial. Our record of success is impressive.
Manatt professionals have extensive experience in mergers and acquisitions of entire financial institutions (both intrastate and interstate) and acquisitions of portions of such financial institutions. We consistently rank among the top firms for merger and acquisition transactions in the financial industry. We have handled many acquisition and roll up transactions for major banking clients, helped other clients sell, buy and merge with other banks, savings banks and holding companies, helped financial institutions acquire insurance agencies and leasing companies, and facilitated FDIC receivership acquisitions.
In any merger or acquisition that your institution undertakes, Manatt will provide comprehensive guidance that addresses business strategy as well as legal details:
Federal and state banking law compliance
If your institution undertakes the purchase or sale of an operation, or a merger or acquisition, we can handle all regulatory issues under the Bank Holding Company Act, Bank Merger Act, Change in Bank Control Act, and many other applicable federal and state statutes. In addition to standard antitrust clearances by the Department of Justice, Federal Trade Commission and state regulators, we handle required approvals by the Federal Reserve Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and any other federal and state regulators.
Manatt was founded to represent community banks and savings and loans. Over several decades, Manatt has been counsel to many new banks and savings banks. Most recently, we have assisted with the formation and new capital offerings of banks that target the business needs of communities affected by the consolidation in the banking industry, as well as the formation of banks that serve certain ethnic communities in the diverse California banking market.
Banks and financial institutions conduct their daily operations in an environment of intense competition and regulatory scrutiny. We use extensive knowledge of industry practices and legal requirements to give our clients practical, hands-on insight for effective business operations, helping them to address such concerns as:
A significant aspect of bank operations involves the many financial products subject to complex tax compliance questions. We make sure that you and your customers are in full compliance with the tax code regarding the structure and operation of:
We assist financial institutions in their compliance efforts with the state and federal laws relating to record retention, document destruction and privacy, including disclosures mandated by the Gramm-Leach-Bliley Act. Our attorneys have extensive experience working with banks, savings and loans, and other financial institutions to address data security breaches in accordance with the Interagency Guidelines for Safeguarding Customer Information and the requirements of state law.
We represent the interests of financial institutions as legislative and administrative policies governing them are formed. With a major office in Washington, D.C. and offices in the state capitals of the nation's two most important financial marketplaces, we monitor legislative and regulatory developments that concern the industry, draft legislative and rulemaking proposals, and provide legal and technical support so that our clients can effectively comment on proposed legislation or regulations. Using this rule-making experience, we often propose changes to agency regulations and prepare comment letters on proposed agency rulemakings, including novel legal interpretations to enable our clients to offer new products and expand the geographic scope of operations. We also counsel clients on complex and novel issues arising under proposed and newly enacted statutes and regulations.
Manatt has a long history of representing community banks and savings institutions with the "conforming loans" that they traditionally originated. We have actively participated in the growth of the nondepository mortgage industry as leading advisers to those companies. Our lawyers have counseled most of the major subprime residential mortgage lenders, as well as nondepository mortgage companies that originate prime and Alt-A loans.
Manatt has an active practice in structured finance and securitization. Manatt's practice covers all phases of asset-based finance, from the initial transactions, through ongoing operation of facilities, to workouts. Manatt's lawyers have served as counsel in many billions of dollars worth of mortgage-backed and asset-backed offerings in markets worldwide, representing issuers, underwriters, servicers, sellers and trustees in transactions involving a wide range of assets, from mortgages to music royalties to trade receivables. These include both SEC registered and privately placed securities. The following lists identify some of the many kinds of transactions in which Manatt's lawyers have been involved:
Manatt's approach to this area of practice is to coordinate legal services through the life of the transactions, serving the clients as they finance, structure, operate and ultimately resolve the transaction. The attorneys directly involved in the practice, moreover, coordinate with attorneys in allied practices, such as taxation, corporate and banking, as well as with accountants and investment bankers, to assure that the most current and thoughtful approaches to issues are brought to bear in every situation. Thus, the attorneys who structure securitizations are aware of the latest developments in bankruptcy, and the workout lawyers are aware of the current thinking in deal structure.
A few examples of the representations by Manatt attorneys have participated in these ways, among are:
Manatt attorneys are fully experienced with the complexities of the Internal Revenue Code and state tax codes that face banks and other financial institutions in their operations, services and products. We deal with all aspects of the tax laws as they relate to your ongoing business operations, including:
Banks turn to us for help with their roles as trustees and fiduciaries. We counsel bank fiduciaries engaged in the full range of trustee-related financial services, often helping them avoid conflict of interest and breech of fiduciary duty claims. A large part of our work involves corporate trust activities, related to retirement plan trusts and indenture trusts through which corporate securities or municipal bonds are issued.
We advise on trust fund operations, general fiduciary compliance and trust agreement obligations, and represent your interests in any trust administration disputes. Finally, we also represent banks and trust companies in will contests, estate tax matters, IRS disputes, estate and trust administration and related litigation involving families, heirs or third party claimants.
Ranked Nationally for Banking & Finance Law 2010–2014
© 2013 Manatt, Phelps & Phillips, LLP. All rights reserved.