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.  We are uniquely equipped to provide cutting-edge legal, business and operational advice on all issues pertaining to derivatives activities, including:

  • Trading
  • Clearing
  • Reporting
  • Cross-border transactions
  • International regulation
  • Margin
  • Registration
  • Policies and procedures
  • Business conduct

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.  We assist these clients with interpretation and compliance with the Commodity Exchange Act, CFTC and SEC regulations, U.S. banking regulations, the rules of the National Futures Association (NFA), the Dodd-Frank Act, the European Market Infrastructure Regulation (EMIR) and cross-border derivatives issues.

Further informing our market and industry understanding is the fact that our team helped create and run the Coalition for Derivatives End-Users, which represents the views of approximately 300 active companies and business associations that employ derivatives primarily to manage the risks of their businesses.  The Coalition works on both legislative and regulatory fronts to help protect interests of end-user companies in the debate over the appropriate regulation of derivatives and has secured significant legislative exemptions and no-action relief for these companies.

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 a Finalist in its 2018 Litigation Department of the Year competition.  This award followed our firm’s unprecedented three wins in this biennial competition – as the 2016, 2012 and 2010 Litigation Department of the Year – and 2014 Finalist honors.  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.


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

Financial Regulatory Reform Under a Trump Presidency: What We Know and What to Expect

-November 14, 2016

Legal Implications of Expanded Use of Blockchain Technology

-November 1, 2016

Federal Banking Regulators Announce New Proposed Cybersecurity Standards

-October 24, 2016

PHH Achieves Historic D.C. Circuit Victory Declaring CFPB Structure Unconstitutional and Rejecting Agency’s Imposition of $109 Million Penalty Under RESPA

-October 13, 2016

United States Lifts Burma (Myanmar) Sanctions in Response to Ongoing Democratic Reforms

-October 10, 2016

China Begins Major Overhaul of its Foreign Investment Regulatory Regime

-October 10, 2016

ESMA Proposal Sets the Stage for Mandatory Trade Execution Requirements in Europe

-October 3, 2016

The Federal Reserve’s Commodities Proposal: Safety and Soundness Regulation, or an Indirect Prohibition?

-September 29, 2016

2016 Mid-Year United Kingdom White Collar Crime Update

-September 22, 2016

New York State Department of Financial Services Announces Proposed Cybersecurity Regulations

-September 19, 2016

The U.S. Bank Regulators’ Section 620 Study: The Federal Reserve De-Risks Merchant Banking and Commodities Activities

-September 14, 2016

Cryptocurrencies Muddy Money Laundering Law

-September 7, 2016

FinCEN Expands Temporary Reporting Requirements on Title Insurance Companies for All Cash Luxury Real Estate Transactions to Six Major U.S. Areas

-August 1, 2016

Making a Strong Case to be Investor-Friendly

-July 15, 2016

Beneficial Ownership and Customer Due Diligence:  Perspectives on the Increased Compliance Risk Associated with the Implementation of FinCEN’s Final Rule

-July 6, 2016

BREXIT Update – Finance and Derivatives Markets Focus

-June 29, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

-June 22, 2016

What Happens If the United Kingdom Votes to Leave the European Union?

-June 21, 2016

Middle East Financial Services Hub – A Snapshot of the DIFC Landscape

-June 6, 2016

Indonesia Update: New Negative Investment List

-June 6, 2016

United States Eases Myanmar (Burma) Sanctions in the Wake of Historic Democratic Reform

-May 20, 2016

Webcast: CFPB Trends in Enforcement and Investigations

-April 21, 2016

United States Issues Regulations Authorizing Secondary Sanctions Against Non-U.S. Financial Institutions That Support Hizballah

-April 19, 2016

Recent Developments in CFTC Enforcement

-April 13, 2016

Proposed Anti-Money Laundering Rules Focus on Investment Advisers

-April 5, 2016

Enforcement by the U.S. Consumer Financial Protection Bureau

-March 10, 2016

Good News on International Harmonization: CFTC and European Commission Strike Agreement on Equivalence for CCPs

-February 17, 2016

Do Not Pass Go, Do Not Collect $200: FinCEN Imposes Temporary Reporting Requirements on Title Insurance Companies for All Cash Luxury Real Estate Transactions in Manhattan and Miami

-February 11, 2016

The Final Margin Framework for Uncleared Swap Transactions

-February 9, 2016

“Implementation Day” Arrives: Substantial Easing of Iran Sanctions alongside Continued Limitations and Risks

-January 18, 2016

2015 Year-End Securities Enforcement Update

-January 11, 2016

The Reserve Bank of India Introduces a Revised ECB Framework

-January 4, 2016

2015 Year-End FCPA Update

-January 4, 2016

Indian Government Amends Foreign Direct Investment Policy (December 2015)

-December 8, 2015

Personal Liability for Senior Compliance Officers Under New York’s Proposed Anti-Money Laundering and Anti-Terrorism Regulation

-December 7, 2015

Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement

-December 3, 2015

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

-November 18, 2015

Webcast: Blockchain Technology

-November 17, 2015

The 2015 Myanmar Elections: Impact on Myanmar Sanctions

-November 17, 2015

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

-November 12, 2015

Ownership and Control of Indian Insurance Companies with Foreign Investment

-October 22, 2015

Dodd-Frank 2.0: The Clinton Program for Financial Regulation

-October 22, 2015

Legal Developments in India – 2015 Nine-Month Update

-October 21, 2015

“Adoption Day” Marks Next Step for Iran Nuclear Deal

-October 19, 2015

U.S. CFPB Announces Rulemaking To Curtail Use Of Arbitration Agreements That Bar Class Actions In Consumer Financial Contracts

-October 13, 2015

UK Consumer Rights Act 2015 Ushers in Class Action-Style Collective Proceedings Regime in the Competition Appeals Tribunal

-October 2, 2015

SEC Moves in the Right Direction with Proposed Amendments to Rules Governing Administrative Proceedings, but the Changes Do Not Go Far Enough

-September 28, 2015

Iran Nuclear Deal Poised to Clear Political Hurdle in the United States

-September 2, 2015

FinCEN Proposes Regulations That Would Require AML Programs and Suspicious Activity Reporting for SEC Registered Investment Advisers

-September 1, 2015

Mandatory Clearing Makes Its Way to Europe: European Commission Adopts New Rules Requiring Clearing for OTC Interest Rate Derivatives

-August 19, 2015

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

-July 28, 2015

2015 Mid-Year Securities Enforcement Update

-July 13, 2015

A Practical Guide to the Use of the Commissioned Public Report as an Effective Crisis-Management Tool

-June 12, 2015

The OECD common reporting standard (CRS): FATCA is going global

-June 11, 2015

BitLicense Regulations Create Groundbreaking Hurdles

-June 4, 2015

Virtual Currency Regulation and Enforcement: Granting of First NY Charter and FinCEN Fine Demonstrate Continued Evolution for Virtual Currency Sector

-May 27, 2015

SEC Proposes Significant Changes to Reporting Obligations for Investment Advisers

-May 27, 2015

Indian Government Amends Foreign Direct Investment Policy for 2015

-May 15, 2015

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

-April 22, 2015

The U.S. Consumer Financial Protection Bureau and the Payday Lending Industry

-April 22, 2015

“High Volatility Commercial Real Estate”: U.S. Federal Banking Agencies Release Answers to Frequently Asked Questions

-April 17, 2015

U.S. SEC Implements Dodd-Frank Act Title VII: Reporting and Public Dissemination Rules for Security-Based Swaps

-April 8, 2015

New UAE Companies Law: 10 Things You Need to Know

-April 7, 2015

Blockchain Technology and Legal Implications of ‘Crypto 2.0’

-March 31, 2015

New Corporate Governance Rules for Foreign Banks

-March 30, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

-March 11, 2015

Webcast: Virtual Currencies

-March 10, 2015

Herausforderungen und Compliance-Risiken für Finanzinstitute durch den neuen OECD Common Reporting Standard (CRS) (German language)

-March 3, 2015

Venezuela’s Currency Regulations May Violate Investment Treaty Protections

-February 25, 2015

U.S. Department of State Releases List of Cuban Goods and Services Now Eligible for Importation

-February 25, 2015

Havana Calling: Easing the Embargo Will Open the Cuban Telecom Sector

-February 19, 2015

Cybersecurity and Data Privacy Outlook and Review: 2015

-February 17, 2015

BitLicense 2.0: New York Moves Closer to Comprehensive Virtual Currency Regulation

-February 11, 2015

Bitcoin Basics: a Primer on Virtual Currencies

-January 30, 2015

2014 Overview of Myanmar Sanctions

-January 26, 2015

China Plans Major Overhaul of Its Foreign Investment Regulatory Regime

-January 23, 2015

U.S. Department of the Treasury and Department of Commerce Issue Rules Implementing Changes in U.S. Policy on Cuba

-January 20, 2015

2014 Year-End Sanctions Update

-January 15, 2015

2014 Year-End Securities Enforcement Update

-January 12, 2015