Bryan Cave has a long history of counseling relationships with financial institutions.  These relationships encompass all facets of the regulated business life of financial institutions, including formation, mergers and acquisitions, corporate governance, new product development, regulatory compliance, and supervisory and enforcement actions.

In the context of the regulatory environment, we counsel banks, bank holding companies, savings associations, savings association holding companies, trust companies, finance companies, broker-dealers and investment advisors.  These engagements require frequent contact with the national offices of the bank regulatory agencies and many of the district/regional offices.

A representative sample of the types of engagements we have undertaken over the past few years follows:

• Bank Holding Companies and Savings Association Holding Companies
  • formation
  • mergers and acquisitions
  • regulatory compliance
  • anti-money laundering and Patriot Act compliance
  • corporate governance and Sarbanes-Oxley compliance
  • conversion to ‘S’ corporation status
  • acquiring and forming non-bank subsidiaries
  • BOLI and Split-Dollar insurance products
  • going private transactions
  • capital formation (including trust preferred securities)
• Commercial Banks and Savings Associations
  • chartering
  • mergers and acquisitions
  • branch purchases and sales
  • purchase and assumption transactions
  • anti-money laundering and Patriot Act compliance
  • product development regulatory issues
  • formation of proprietary funds
  • consumer and retail product compliance
  • debit card and stored-value card products
  • nondeposit investment products programs
  • retention of third-party vendors for insurance and securities products
  • merchant card processing
  • internet-based delivery of bank products and services
  • back office function outsourcing
  • insider and affiliate transactions
  • safety and soundness, CRA, and compliance examination responses (federal and state)
  • treasury services agreements
  • formation of operating subsidiaries and service corporations
  • review and design of privacy and information security policies
  • retail product class action litigation
  • foreign bank activities in the United States and domestic bank activities in foreign jurisdictions
• Trust Companies
  • licensing in foreign jurisdictions
  • qualification as foreign fiduciary
  • fiduciary duty litigation
  • conflicts of interest and receipt of 12b-1 fees
  • formation:  state and federal trust charters (depository and non-depository)
  • common trust fund formation and conversion
  • federal preemption

As we counsel our clients, related areas of expertise are frequently necessary and appropriate to assure comprehensive advice.  Our Corporate Finance Group is often called upon to advise on securities, broker-dealer, investment advisor, and investment fund questions, and our Transactions and Tax Groups are consulted for merger and acquisition, due diligence and corporate governance assistance.