Financial Institutions



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 targeted teams, drawing on our relevant areas of practice, 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.


Gibson, Dunn & Crutcher’s Derivatives team is led by lawyers with prior government experience at the U.S. Commodity Futures Trading Commission (CFTC), the Securities and Exchange Commission (SEC), the Federal Energy Regulatory Commission (FERC), Capitol Hill and the White House. Team members bring a wealth of knowledge, insight and familiarity with exchange-traded derivatives, over-the-counter derivatives and commodities, their markets and the regulatory oversight regime. We frequently provide regulatory counsel, legislative advice and representation on complex regulatory, compliance and interpretive derivatives issues before the CFTC, SEC and the U.S. federal banking agencies.

In the derivatives space, we have a unique understanding of the agencies’ structures, politics, processes and players. Our lawyers have firsthand experience drafting and interpreting Dodd-Frank rules and CFTC no-action relief.

Our diverse derivatives-related client base enables us to understand a range of issues from the perspective of various market participants. Our clients include swap dealers, commercial banks, investment banks, hedge funds, private equity funds, real estate funds, sovereign wealth funds, commercial end-users, insurance companies and other financial end-users, clearinghouses, swap execution facilities, futures commission merchants and trade associations.

Gibson, Dunn & Crutcher’s Digital Currencies and Blockchain Technology team advises financial institutions, corporations and service providers on the U.S. state and federal regulatory regimes and legislative issues surrounding decentralized digital currencies and blockchain technology, as well as international and cross-border matters related to their use.  This includes virtual currencies and cryptocurrencies, such as Bitcoin.  Our lawyers have a current, substantive and technical understanding of the ever-evolving world of virtual and digital currencies and the blockchain technology behind them – a competence that sets our team apart and is essential for comprehensive client counseling.

We assist clients in evaluating the practical uses and legal effects of introducing decentralized digital currencies and blockchain technology into their businesses.  We frequently counsel clients in preparing and implementing the necessary anti-money laundering, Bank Secrecy Act (BSA) and Office of Foreign Assets Control (OFAC) requirements imposed on money services businesses, including entities using or considering the use of decentralized digital currencies.  Our lawyers also help in the creation, structuring and use of financial products involving these currencies and/or blockchain technology, including derivatives.  We additionally often advise on compliance with U.S. federal, state and local laws and regulations relating to privacy, cybersecurity, data security and related issues.

Our team members have a wealth of extensive experience in private practice and at senior government levels, bringing knowledge from different disciplines to create a uniquely diverse group.  This allows us to address seamlessly all significant issues – from regulatory impact to policy concerns to cybersecurity issues to product development and implementation.

We have a thorough understanding of U.S. federal regulatory agencies and their rules, including those arising from:

  • The Financial Crimes Enforcement Network (FinCEN)
  • The Commodity Futures Trading Commission (CFTC)
  • The Securities and Exchange Commission (SEC)
  • The Internal Revenue Service (IRS)
  • The Consumer Financial Protection Bureau (CFPB)
  • The Federal Election Commission (FEC)

We have a deep familiarity as well with federal legislative developments and policy efforts surrounding decentralized digital currencies.  We counsel on relevant state law requirements and legislative developments, including those arising under the New York Department of Financial Services’ (NYDFS) new regulations.  And our team can guide clients through virtual currency developments in countries and organizations around the world.

With our sophisticated substantive capabilities, we are effective client advocates before regulatory agencies and the U.S. Congress and can guide our clients through the implementation and registration processes that cut across regulatory agencies at state, federal and cross-border levels.  As relevant laws develop globally, our Digital Currencies and Blockchain Technology team is well-equipped to advise on compliance and implementation and to advocate on our clients’ behalf.

Team members are frequent speakers on issues relating to digital currencies and blockchain technology and have published articles and alerts on related topics.

Gibson, Dunn & Crutcher’s Commodities and Derivatives Enforcement group has substantial experience handling Commodity Futures Trading Commission (CFTC) enforcement investigations as well as defending claims brought under the Commodity Exchange Act by the CFTC and private plaintiffs, including class actions.  The group brings together the firm’s unmatched trial capabilities, global government investigation experience, substantive knowledge and cross-disciplinary expertise.  Our lawyers bring a keen understanding of exchange-traded and over-the-counter (OTC) derivatives and physical commodity products, their markets, and their regulatory oversight regimes.  Many of them have substantial experience working at regulatory and law enforcement agencies, including the CFTC, the U.S. Department of Justice (DOJ), Federal Energy Regulatory Commission (FERC), and Securities and Exchange Commission (SEC).  Our firm’s reach allows us to handle all aspects of these often highly complex matters, which can simultaneously include foreign and domestic governmental criminal and regulatory actions, multijurisdictional civil litigation, and U.S. Congressional investigations.  Our Commodities and Derivatives Enforcement lawyers have deep cross-disciplinary proficiency, and they regularly work with our Derivatives team’s regulatory lawyers, who counsel clients on all aspects of derivatives regulation and compliance.  Our lawyers also have comprehensive capabilities and familiarity drafting and challenging rules promulgated under the Commodity Exchange Act and the Dodd-Frank reforms.

Our Commodities and Derivatives Enforcement group has three key strengths.

First, we try cases. The American Lawyer named Gibson Dunn its 2020 Litigation Department of the Year, recognized as the “best of the best.”  This unprecedented achievement was the firm’s fourth win in the last six years of the publication’s biennial “Litigation Department of the Year” competitions, and the sixth time in a row the firm has been a finalist.  We achieved that distinction because our lawyers regularly try cases, especially complex ones involving interrelated law enforcement, regulatory and civil litigation.

Second, we have a global reach.  Gibson Dunn has vibrant offices worldwide, but of particular importance to commodity and derivatives matters, we have a leading litigation presence in London, the seat of so much commodity and derivatives trading.

Finally, our lawyers have many decades of combined experience in government enforcement and litigation against the CFTC, DOJ, U.S. Federal Trade Commission, UK regulators, and others.  Our lawyers’ knowledge of how government agencies conduct investigations and prosecute enforcement actions enables them to assist our clients in navigating those processes successfully.


The U.S. Dual Banking System on the Eve of the Election: Fintechs, Preemption, Judicial Deference, and National Trust Banks

-October 29, 2020

After a Decade, What is Settled About Dodd-Frank?

-October 23, 2020

California Enacts New Consumer Financial Protection Law, Increasing Authority of Its Financial Regulator

-October 14, 2020

Cryptocurrency Developments: Comptroller of the Currency Affirms That National Banks May Hold Stablecoin Reserves

-September 29, 2020

Developments in the U.S. Banking Regulators’ Treatment of Confidential Supervisory Information

-September 22, 2020

2020 Mid-Year Sanctions and Export Controls Update

-August 4, 2020

Senior Managers and Certification Regime: A Review and Next Steps for Firms

-July 23, 2020

Webcast: Recent Developments at the New York State Department of Financial Services

-July 10, 2020

Dodd-Frank 2.0: Agencies Finalize Substantial Revisions to the Covered Funds Provisions of the Volcker Rule

-July 7, 2020

Protecting Client Privilege During UK Regulatory Investigations: A Cautionary Tale from the UK’s Audit Regulator

-June 25, 2020

European Market Infrastructure Regulation for Derivatives End-Users – A Shift in Responsibility for Reporting

-June 15, 2020

UK Financial Conduct Authority Outlines Expectations for Managing Enhanced Market Conduct Risks in the Context of the Pandemic

-May 28, 2020

FinCEN Again Extends Its Geographic Targeting Order to Address Money Laundering Through Real Estate

-May 18, 2020

European Commission Launches Major AML Initiative

-May 11, 2020

COVID-19: UK Financial Conduct Authority Expectations on Financial Crime and Information Security

-May 11, 2020

The Federal Financial Institutions Examination Council Issues Revisions to the BSA/AML Examination Manual

-April 28, 2020

COVID-19: Further Developments on the UK Financial Conduct Authority’s Expectations of Solo-Regulated Firms

-April 23, 2020

COVID-19: Update on UK Financial Support Measures

-April 22, 2020

The Impact of Coronavirus on the Operations of Financial Institutions: Key Guidance Issued by U.S. Financial Regulators

-April 22, 2020

COVID-19: Regulatory Forbearance for Fund Annual Reports under EU AIFMD

-April 14, 2020

Emergency Lending: Federal Reserve Expands Primary Market Corporate Credit Facility, Secondary Market Corporate Credit Facility and Term Asset-Backed Lending Facility

-April 10, 2020

Treasury and Fed Release High-Level Terms of Main Street and Paycheck Protection Lending Facilities

-April 10, 2020

UK Government Schemes to Support Businesses during COVID-19 Disruption

-April 6, 2020

COVID-19: The UK Financial Conduct Authority’s expectations under the Senior Managers and Certification Regime

-April 6, 2020

COVID 19: ESMA Suggests Regulatory Forbearance in Relation to Best Execution Reporting Deadlines

-April 1, 2020

COVID-19: UK Financial Conduct Authority’s Short Selling Notification Thresholds Amended

-April 1, 2020

Federal Reserve Announces Delay in Effectiveness of New “Control” Framework

-April 1, 2020

COVID-19: UK Financial Support for Businesses through Purchases of Commercial Paper and Lending to SMEs

-March 27, 2020

“… whatever it takes” – German Parliament Passes Far-Reaching Legal Measures in Response to the COVID-19 Pandemic

-March 27, 2020

New York Department of Financial Services Emergency Regulations — Mandatory Forbearances for Residential Mortgage Loans

-March 26, 2020

Emergency Lending Round 2: Primary Market Corporate Credit Facility, Secondary Market Corporate Credit Facility, Term Asset-Backed Lending Facility and Expansion of Other Programs

-March 25, 2020

Briefing: Federal Government Response to COVID-19

-March 20, 2020

New York State Department of Financial Services Round-Up – February 2020

-February 25, 2020

The Federal Reserve’s New “Control” Framework: Somewhat Greater Opportunities for Minority Investments

-February 14, 2020

Dodd-Frank 2.0: Agencies Propose Substantial Revisions to the Covered Funds Provisions of the Volcker Rule

-February 6, 2020

Developments in the Defense of Financial Institutions – The International Reach of the U.S. Money Laundering Statutes

-January 10, 2020

Brexit – Reporting of Derivatives under EMIR

-December 10, 2019

New York State Department of Financial Services Proposes New Regulation Easing Information Sharing Between Regulated Entities and Professional Advisors

-November 22, 2019

U.S. Banking Agencies Finalize Regulation on “High Volatility Commercial Real Estate” Capital Treatment

-November 21, 2019

Comptroller of the Currency and Federal Deposit Insurance Corporation Propose Rules on Maximum Interest Rate Authority

-November 20, 2019

Revised Section 13(3) of the Federal Reserve Act

-November 19, 2019

Steps Toward Reforming U.S. Housing Finance

-November 11, 2019

Best Practices for AML Compliance Self-Assessments

-September 27, 2019

UK Supreme Court Decides Suspending UK Parliament Was Unlawful

-September 24, 2019

Dodd-Frank 2.0: U.S. Agencies Revise the Volcker Rule on Proprietary Trading

-September 9, 2019

Gibson Dunn Adds Leading Bank Regulatory and Enforcement Litigator Matthew Biben

-August 19, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

-August 15, 2019

New UK Prime Minister – what has happened?

-July 26, 2019

EMIR Refit Enters into Force on June 17, 2019 – Impacts and Action Items for End-Users

-June 5, 2019

Impact of CFTC’s Proposed Amendments to Swap Data Reporting Requirements on Reporting and Non-Reporting Counterparties

-May 16, 2019

LSTA, LMA and APLMA Publish Sustainability Linked Loan Principles

-March 22, 2019

Developments in the Defense of Financial Institutions – Calculating the Financial Exposure

-January 18, 2019

Gibson Dunn Ranked in the 2019 UK Legal 500

-November 21, 2018

Brexit – The Draft Divorce Deal and Its Fall-Out

-November 19, 2018

SEC Announces First Enforcement Action Against Digital Token Platform as Unregistered Securities Exchange

-November 15, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 31, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

-October 22, 2018

SEC Warns Public Companies on Cyber-Fraud Controls

-October 18, 2018

Financing Arrangements and Documentation: Considerations Ahead of Brexit

-October 11, 2018

Why We Think the UK Is Heading for a “Soft Brexit”

-October 10, 2018

OFAC Issues Economic Sanctions Guidance on Digital Currencies

-October 5, 2018

New York Office of the Attorney General Publishes Report on Virtual Currency Platforms and Their Potential Risks

-September 28, 2018

Dodd Frank 2.0: U.S. Federal Banking Agencies Propose New HVCRE Capital Regulations

-September 24, 2018

Jeffrey Steiner Named a Cryptocurrency, Blockchain and Fintech Trailblazer

-September 10, 2018

Dodd-Frank 2.0: Potential Reform to the Federal Reserve Board’s “Control Rules” — What Is at Stake and Who May Benefit

-August 20, 2018

The U.S. Office of the Comptroller of the Currency Will Permit Special Purpose National Bank Charters for Fintech Firms

-August 6, 2018

2018 Mid-Year Securities Enforcement Update

-July 30, 2018

Developments in the Defense of Financial Institutions

-July 13, 2018

The Politics of Brexit for those Outside the UK

-July 12, 2018

2018 Mid-Year FCPA Update

-July 10, 2018

Webcast: Developments in Virtual Currency Law and Regulation

-June 28, 2018

Revisions to the FFIEC BSA/AML Manual to Include the New CDD Regulation

-June 14, 2018

Dodd Frank 2.0: Reforming U.S. HVCRE Capital Treatment

-May 24, 2018

CFTC Chairman and Chief Economist Co-Author “Swaps Reg Reform 2.0”

-May 15, 2018

Webcast: Anti-Money Laundering and Sanctions Enforcement and Compliance in 2018 and Beyond

-May 4, 2018

FinCEN Issues FAQs on Customer Due Diligence Regulation

-April 23, 2018

The Federal Reserve’s New Take on Bank Capital: Two Modest, but Thoughtful, Proposals

-April 19, 2018

Trump Administration Imposes Unprecedented Russia Sanctions

-April 12, 2018

Webcast – Challenges in Compliance and Corporate Governance -14th Annual Briefing

-January 24, 2018

Sentiment Analysis & Natural Language: Processing Techniques for Capital Markets & Disclosure

-December 1, 2017

U.S. Treasury’s Capital Markets Report Gives Market Regulators Green Light to Streamline Derivatives Regulations

-November 14, 2017

Webcast: IPO and Public Company Readiness: Regulatory Compliance Issues

-November 1, 2017

Ready? Set? Harmonize. The CFTC and EC Announce Two Actions to Harmonize Their Derivatives Regulations

-October 27, 2017

Proposed Revised Capital Treatment for “High Volatility Commercial Real Estate”: More Loans Likely to Be Covered

-October 5, 2017

Webcast: 2017 Mid-Year Update: The False Claims Act and Financial Services

-August 23, 2017

French Market Update – July 2017

-July 20, 2017

Office of Comptroller of Currency Provides More Guidance on Third-Party Business Relationships, Including Fintech Firms

-July 5, 2017

House Financial Services Committee Financial Choice Act 2.0: Key Banking, Derivatives and Rulemaking Reforms

-May 10, 2017

The Commodities Activities of Banks: Comments on the Federal Reserve’s Notice of Proposed Rulemaking Reveal Key Concerns and Divides

-April 28, 2017

Trump Administration’s Fintech policy remains unclear

-April 20, 2017

Alternative Capital Come Calling in the Region

-March 23, 2017

President Trump Issues Executive Order on Financial Regulation, and Memorandum on Department of Labor Fiduciary Rule

-February 6, 2017

New Sanctions Against Iran

-February 3, 2017

2016 Year-End United Kingdom White Collar Crime Update

-January 11, 2017

Financial Agenda on Deck at House

-January 11, 2017

New York State Department of Financial Services Revises Proposed Cybersecurity Regulations

-January 5, 2017

The Comptroller’s Special Purpose Charter Proposal for Fintech: A Way Forward?

-December 16, 2016

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

-December 7, 2016

Dodd-Frank’s future in doubt

-December 2, 2016

The Trump Presidency: Selected Initial Observations and Considerations

-November 15, 2016