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Financial Services Corporate & Regulatory Team
For many years we have been ranked among the leading deal making banking practices in the nation. We have a core group of financial institutions attorneys located nationwide who focus on corporate, securities and regulatory matters for our more than 300 financial institution clients. Our team is among a group of approximately 400 attorneys that regularly provide litigation, lending, work-out, bankruptcy, employment law, employee benefit, environmental, intellectual property, tax, technology and outsourcing, fiduciary law (including personal estate planning for bankers), real estate, white collar crime and similar legal work for clients in the financial services industry. We enjoy being able to say that whatever problem a banker may have, we have a lawyer who has worked on a similar problem for a banker! The members of our financial institutions group have worked with hundreds of banks across the country for many years, and offer clients a broad spectrum of practical experience and legal knowledge relating to every aspect of the financial services industry. We emphasize hands-on experience, and our team includes 25+ year veterans of banking law, former regulators, former bank officers, and CPAs. Our professionals also provide clients with: Experience: Our attorneys focus on financial institutions on a daily basis, and we work to know your business, management team, customers, employees, and community. Credibility and Integrity: With our industry-specific focus, we are known and respected by regulators and decision-makers. Deal Makers: For many years, we have been ranked among the leading deal-making banking practices in the nation, as compiled by SNL. Nationally-Recognized: We have worked with financial institutions and their regulators from coast-to-coast. For the most recent economic updates and banking news, please visit our supplemental sites at www.bankbryancave.com and www.bryancavepayments.com. Designed by us, just for you.
Practices
Fund Finance
The long-term growth of the asset management industry has resulted in a significant increase in both the variety of fund structures (including open-end funds, closed-end funds, collective investment funds, common trust funds, group trusts, private equity funds, funds of funds, hedge funds and other pooled investment vehicles), and the overall number of funds.  Fund sponsors and asset managers are constantly seeking credit to help meet liquidity needs or to provide leverage (gearing).  On the one hand, funds may need or desire additional liquidity to, among other things, clear and settle trades, make redemptions (daily, in the case of open-end funds, or periodically, in the case of other funds), provide commercial paper back-up or, in the case of private equity funds, bridge capital calls; having credit available for liquidity will generally allow a fund to remain more fully invested than it otherwise might.  On the other hand, funds may choose to employ leverage to boost investment returns, redeem auction rate or other preferred securities, retire other debt, or fund self-tenders. In 2015 we closed 29 new money credit transactions totaling in excess of $7.7 billion, and in 2014 we closed 52 new money credit transactions totaling in excess of $4 billion. Bryan Cave continues to experience dramatic growth in its involvement in these credit transactions on behalf of financial institutions and various funds and fund complexes.  We have a thorough understanding of the needs and limitations of these funds and the banks, broker-dealers and others who supply credit to them, as well as knowledge and experience with the relevant legal documentation and terms, including the Investment Company Act of 1940, the Investment Advisers Act, ERISA, margin regulations, Articles 8 and 9 of the Uniform Commercial Code, the Internal Revenue Code, UCITS regulation, SICAV regulation, other various regulatory schemes, and offshore financing issues generally.Bryan Cave's Fund Finance Team brings together lawyers from various disciplines and jurisdictions with an in-depth understanding of the related issues to best meet the needs of our clients, whether they are: Financial institutions or others providing credit to funds in the form of uncommitted lines of credit, committed revolving credit facilities, term loans, master repurchase agreements or other structures; or Funds seeking credit. The Fund Finance Team continues to meet the needs of the firm's clients by: Concentrating the required legal knowledge and experience within a single working group, which allows it to operate more efficiently and effectively; Utilizing our in-depth knowledge of the ever-evolving “market” for credit terms; and Maintaining a library of forms of credit documentation that enhances speed of delivery, cost effectiveness and market-based knowledge.
Practices
Real Estate Capital Markets
Capital Markets Bryan Cave has one of the largest capital markets practices in the Southern and Mid-Atlantic regions. Our attorneys have vast experience in developing, structuring and negotiating all types of structured finance transactions. We are a nationally recognized leader in the area of commercial real estate origination with substantial experience in all facets of commercial mortgage-backed securities (CMBS). In addition, we are the preeminent legal counsel to commercial real estate servicers and special servicers. We offer our internationally based clientele sophisticated legal solutions that meet the challenges presented by a dynamic, complex and increasingly global market. CMBS Securitization Bryan Cave represents a variety of CMBS participants that include loan sellers, underwriters, trustees as well as global financial institutions and global investment funds interested in purchasing CMBS in both the private and public context. We are in the vanguard of the CMBS legal market and offer our clients comprehensive and integrated legal solutions designed to help them achieve maximum efficiency, flexibility and profitability. We advise our clients on a wide range of legal matters in CMBS securitizations such as federal securities laws tax structure (including grantor trust structures and REMIC vehicles), intercreditor arrangements (including the structuring of all forms of subordinate and/or pari passu debt) and various pooling and servicing arrangements. Because of our substantial experience in CMBS securitization and our familiarity with the latest and most sophisticated financial technology, we are able to design legal structures that meet the unique objectives of each individual client. Commercial Real Estate Origination Bryan Cave represents global investment banks, major insurance companies and other international financial institutions in the origination of commercial real estate debt obligations and provides market leading real estate experience together with local market knowledge. Our attorneys provide clients with experience in structuring transactions which facilitate a myriad of exit strategies through securitization or other secondary market vehicle in both the public and private arenas. Commercial Real Estate Servicing and Special Servicing Bryan Cave is a recognized leader in the legal representation of commercial real estate servicers. Our attorneys advise our servicing clients on a wide range of issues involving securitization, tax, securities law, defeasance and assumptions and to date have been involved in some of the largest transactions to have occurred in the market. Our clients turn to Bryan Cave for advice and guidance because of our strong market presence, our superior legal competence, our long years of experience and our leadership role in industry initiatives and trade organizations. We represent many of the largest commercial real estate special servicers in the industry. With our cross-disciplinary focus and broad-based knowledge of commercial real estate, we are able to advise our clients with respect to workouts, loan modifications, foreclosures, insolvency matters and litigation. Our attorneys leverage our vast experience to assist our clients in the maximum realization on their assets with a clear focus on the relative value of our legal services and results achieved. As the market has progressed toward international servicing assignments, we are partnering with our clients to offer legal advice in a challenging multinational environment. Bryan Cave strives to maintain a broad-based industry knowledge and focus in continuing our commitment to maintaining our position as the preeminent legal counsel to commercial real estate servicers and special servicers.
Practices
Payment Systems
In recent years, the number of prepaid and emerging payment products in the marketplace have increased rapidly. These include not only prepaid cards (such as  “open loop” bank-issued payroll cards, universal gift cards, and  general purpose reloadable cards as well as “closed loop” merchant-issued gift cards) but also mobile payments, e-wallets and even virtual currencies.  New payment products often build on existing payment infrastructures – including credit, debit, prepaid and merchant acquiring programs.  While many emerging payment products are card-based, other programs use contactless radio frequency technology, text messaging, or offer virtual payment products useable only on the Internet or through mobile devices. As prepaid payment products are booming, state and federal regulators have taken notice. Since 2001, an increasingly large number of state laws regulating gift cards, prepaid cards or electronic payment products have been passed and many more are pending. Since 2009, numerous federal laws and regulations have been proposed and passed, most notably FinCEN’s prepaid access rule, the Dodd-Frank Act, the Durbin Amendment and the CARD Act. Depending on the kind of products offered and the identity of the issuer, prepaid and emerging payment products may be governed by a range of interlocking laws and regulations, including: State money transmitter licensing laws Federal Bank Secrecy Act (BSA) and anti-money laundering (AML) laws Federal and state consumer protection laws State abandoned property laws Federal and state banking laws, including Federal Reserve Board, FDIC, OCC, laws and regulations as well as State banking laws Regulation E and the Electronic Funds Transfer Act Dodd-Frank and the Consumer Financial Protection Bureau Dodd-Frank and the “Durbin Amendment” regulating interchange, routing  and exclusivity terms Federal and state remittance laws and regulations, including the Dodd-Frank Remittance regulations and BSA rules Federal and state credit laws (including Regulation  Z, credit licensing, reporting and collections laws) Federal and state privacy and data protection laws Intellectual property licensing and patent laws Any business planning to develop, launch or expand a payment-related program faces significant questions on how to proceed. In the current regulatory environment, payment businesses need to secure extraordinarily up-to-date yet practical advice. Fortunately, Bryan Cave has the answer. The firm’s Prepaid and Emerging Payment Team maintains updated 50 state surveys in major state law areas affecting payments (including state money transmitter licensing laws, abandoned property laws, and consumer protection laws).   In addition, the team offers advice and assistance in the following: Product launches, including design, fees, terms and conditions, and product terminations, including dispute resolution, termination and wind-down procedures Processing and vendor agreements, co-branded marketing and promotion agreements State licensing requirements and exemptions State abandoned property laws and compliance procedures Federal Bank Secrecy Act and AML compliance policies, procedures and controls Third party distribution networks, including sales agency agreements, due diligence procedures, supervision and training Bryan Cave’s Prepaid and Emerging Payments Team includes attorneys with substantial hands-on experience in all legal aspects of launching and managing a range of prepaid and other electronic payment products. Our attorneys work closely with state and federal regulators to address licensing and other regulatory issues and participate regularly in industry and trade group activities in these areas. REPRESENTATIVE SERVICES Advice regarding structural issues and regulatory compliance for the U.S. or international launch of various bank and non-bank issued, co-branded gift cards, payroll cards, FSA/HSA cards, expense reimbursement cards, government benefit programs, international money transfer products, reward/incentive cards, rebate cards, teen cards and general purpose cards Advice regarding structure, contract preparation, privacy assessment and regulatory review for U.S. and international emerging payments technologies including “e-wallet,” mobile money, radio frequency identification devices, Internet and other initiatives Abandoned property advice and the establishment of “special purpose gift card companies” to issue gift cards while reducing exposure to state abandoned property laws Advice and contract preparation/negotiation for payment product strategic alliances and joint ventures, both national and international, involving banks, processors, program managers and, depending on the program, telecoms and technology companies Advice regarding the development and implementation of anti-money laundering compliance programs (including risk assessments, training and independent audits) for prepaid access issuers, program managers and their retail sales networks Advice regarding handling data breaches and complying with state breach notification laws, and related PCI compliance issues Drafting and negotiating all major contracts underlying such products, including prepaid card processing agreements, co-branded card sponsorship agreements, settlement and card sales distribution agreements Advice to card issuers and sellers on state money transmitter licensing requirements and, when appropriate, assistance to such issuers and sellers in obtaining the proper licenses Monitoring and reporting of changes to state laws governing servicing fees, expiration dates, abandoned property and money transmitter licensing on a 50-state basis
Practices