Gibson, Dunn & Crutcher's Financial Institutions Practice Group offers services in all disciplines, including across-the-board regulatory advice; transactional design, planning and execution; advocacy before U.S. regulatory agencies and Congress; representation in connection with criminal and regulatory enforcement actions; litigation counseling and defense; and strategic advice and crisis management.
Transactional work includes mergers and acquisitions advice; preparation of required applications to relevant bank regulatory agencies and negotiating with those agencies during the course of the approval process; and counseling on financial institution stock and debt issuances, including instruments compliant with the Basel III capital regime.
For M&A transactions, Gibson Dunn's specialty solutions teams permit us to be a one-stop shop on all relevant areas of heightened compliance risk. We perform comprehensive due diligence reviews to assess compliance with the U.S. Bank Secrecy Act (BSA) and other anti-money laundering laws and regulations, U.S. sanctions (OFAC, the Office of Foreign Assets Control), and anti-corruption laws such as the Foreign Corrupt Practices Act (FCPA).
Regulatory advice includes counseling and representing U.S. and international banks and financial holding companies before U.S. federal and state regulatory agencies. We advise on compliance with all aspects of regulation mandated by the Dodd-Frank Act, including enhanced capital and liquidity standards, heightened corporate governance expectations and the Volcker Rule. Our derivatives regulatory lawyers, who have significant Commodity Futures Trading Commission (CFTC) expertise, handle the full range of issues raised by Title VII of Dodd-Frank.
We advise all types of financial institutions, including banks, securities broker-dealers, mutual funds, private equity funds, insurance companies and money services businesses, on compliance with U.S. federal and state anti-money laundering laws and regulations and OFAC requirements. Our combination of knowledge and skill permits us to anticipate potential problems before they become serious timing or deal issues. We are also adept at assisting clients in responding effectively to examination criticisms in these areas.
Our corporate governance specialists guide senior management, boards of directors and committees regarding board and committee structure and operations and enterprise-wide risk management, which has become a critical focus of regulatory attention under the Dodd-Frank Act.
Our group also represents financial institutions and their officers and directors in connection with a wide variety of U.S. federal and state investigations and criminal and regulatory enforcement matters. We have also been engaged to represent special board committees, including outside directors, in connection with these and similar proceedings.
We provide strategic advice on pending legislation before the U.S. Congress and regulatory and public policy issues being considered by bank regulators. Our capabilities include drafting proposed bill amendments, meeting with members of Congress and their staffs to generate support, commenting on pending regulatory proposals, and challenging finalized regulations in court.
Recent representations include:
- GE Capital in the sale of its retail deposit business to Goldman Sachs, the first expansionary transaction by a U.S. G-SIB approved by the Federal Reserve since passage of the Dodd-Frank Act.
- Grupo Financiero Ficohsa, in acquiring Citibank's retail banking and card operations in Honduras and Nicaragua.
- General Electric in connection with the sale of its Mexican equipment lending and leasing business to a Latin American private equity group.
- MetLife in its successful lawsuit challenging its designation as a systemically significant nonbank financial company by the Financial Stability Oversight Council.
- A U.S. bank holding company controlled by a non-U.S. bank group in connection with Section 165 enhanced prudential standards compliance and other bank regulatory issues.
- Wells Fargo Securities as underwriters for the SEC-registered capital and senior debt issuances of Wells Fargo.
- A significant U.S. bank holding company on its capital and senior debt issuances, periodic filings with the SEC, and corporate governance issues.
- A UK bank group and its U.S. operations in connection with an enforcement action by the Federal Reserve Board, the New York State Department of Financial Services (DFS), and other state banking regulators relating to deficiencies in the UK group's consolidated BSA/anti-money laundering and OFAC compliance programs.
- A U.S. bank in connection with a deferred prosecution agreement with the U.S. Department of Justice (DOJ) and enforcement actions by the Financial Crimes Enforcement Network (FinCEN) and the Office of the Comptroller of the Currency (OCC) that involved the failure to maintain effective anti-money laundering and customer due diligence (CDD) programs.
- U.S. broker-dealers in connection with money laundering enforcement actions by the DOJ, SEC and the Financial Industry Regulatory Authority (FINRA).
- A major property and casualty insurance company in securing an amendment to the Terrorism Risk Insurance Act (TRIA) necessary to prevent TRIA from being applied in a way that would have significantly diluted the benefits of the program for the insurer.
- Guided the uncleared swap margin bill to enactment into U.S. law, providing statutory certainty that nonfinancial end users are not subject to margin requirements for uncleared swaps.