The Banking and Financial Institutions practice at Polsinelli has extensive experience advising financial institutions and their holding companies with respect to a broad range of corporate and business issues, including the initial formation of financial institutions and their holding companies, capital raising, establishing new branches, mergers and acquisitions, compliance with regulatory requirements, director and officer responsibilities, employment matters, and operational issues.  Our attorneys have a deep understanding of our clients and the banking business, which allows us to provide them with straight forward, practical advice to achieve their goals in the increasingly complex regulatory environment.

Our team has represented numerous clients in the merger, acquisition and divestiture of financial institutions and holding companies, both as buyers and sellers.  This includes all aspects of these transactions, including structuring the deal terms, securities law issues, regulatory applications, and acquisition financing.  We have also served as issuers’ counsel in various public and private placements of bank and bank holding company securities.

We advise executive officers and boards of directors with respect to their responsibilities and obligations.Our attorneys represent financial institutions and holding companies before federal and state regulatory agencies, and we regularly interact with the staff of these agencies.  We appear on behalf of clients as part of the examination process and with the filing and approval of various applications, as well as advising clients with respect to ongoing compliance with federal and state laws and regulations, and regulatory enforcement actions.  Our clients benefit from the strong working relationships we have developed with the various federal and state regulators.

We provide a comprehensive array of services to the firm’s financial institution clients, including:

  • De novo formation/incorporation (bank and bank holding companies)
  • Special purpose (non-bank) subsidiaries (primarily for fee-based income)
  • Shareholder agreements (buy-sell, voting, and the like)
  • Capital raising and securities matters
  • S-Corporation reorganizations
  • Corporate and business planning, including mergers, acquisitions and sales
  • Hostile takeovers/defense
  • Shareholder and board of director controversies
  • Reverse stock splits
  • Vendor agreements
  • Insurance coverage
  • Executive compensation, employment and benefits matters
  • Extensive practice before all federal and state regulators:
  • Counseling to avoid regulatory problems
  • Skilled communication and negotiation with all regulatory agencies
  • Planning and implementing corrective actions
  • Compliance with regulatory requirements:
  • Capital requirements
  • GLB Act privacy matters and notices
  • Identify theft response
  • Affiliate transactions (23A and 23B, and Reg W and Reg O)
  • Lending and operational regulations

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