The Banking and Financial Institutions practice at Polsinelli has extensive experience advising bank and non-bank financial institutions and their holding companies with respect to a broad range of corporate and business issues. These services include initial corporate formation, licensing, capital raising, establishing new branches, locations or offices, 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 their business in the ever-changing financial environment, which allows us to provide them with straightforward, practical advice to achieve their goals in an increasingly complex regulatory landscape.

Our team has been recognized nationally by Best Law Firms® and has represented numerous clients in the merger, acquisition and divestiture of financial institutions and holding companies, both as buyers and sellers. This includes structuring the deal terms, securities law issues, regulatory applications and acquisition financing. We have also served as issuers’ counsel in various public and private offerings of bank and non-bank financial institutions 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. We appear on behalf of clients as part of the examination process and with the filing and approval of various applications and advising clients with respect to ongoing compliance with federal and state laws and regulations, and responding to regulatory enforcement actions. We help steer our non-banking clients like money transmitters and non-bank lenders through the tangled web of state regulatory requirements, often assisting our clients in developing and submitting applications for licensure. 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 (non-bank, 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
  • Counseling to avoid regulatory problems
  • Skilled communication and negotiation with all regulatory agencies
  • Planning and implementing corrective actions
  • Compliance with regulatory requirements
  • Capital requirements
  • AML/OFAC matters
  • GLB Act privacy matters and notices
  • Identify theft response
  • Affiliate transactions (23A and 23B, and Reg W and Reg O)
  • Lending and operational regulations
Related Capabilities
Corporate & TransactionalFinance
Publications
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OCC Issues Preemption Rule and Order to Block Illinois Swipe Fee Law
Key Takeaways The OCC issued two interim final rules on April 24 aiming to preempt Illinois’ swipe fee law before its July 1, 2026 effective date. The rules respond directly to ongoing federal litigation and seek to preserve banks’ ability to collect interchange fees. This raises significant questions about federal preemption and agency authority under the National Bank Act. Courts are likely to closely scrutinize whether the IFPA significantly interferes with bank powers without deferring to the OCC’s position. Banks and payment system participants should reassess their reliance on preemption arguments as the litigation proceeds and evaluate compliance strategies ahead of the law’s July 1, 2026 effective date. In a late-stage move that could reshape ongoing litigation over swipe fees, the Office of the
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OCC Proposes to Modify Public Welfare Investment Authority, Prompting Closer Focus on Investment Rationale
Key Takeaways The OCC has proposed to remove references to “minority- and women-owned entities” from PWI authority to align with statutory language. PWI authority provides banks with various opportunities to partner with non-bank companies to invest in new projects, such as workforce housing, conversion of underutilized properties into useful projects, low-income housing and solar energy tax credits. Banks should review current and proposed PWI activities to ensure they are clearly tied to public welfare and community development objectives and be prepared to revisit how those investments are framed and documented if the rule is finalized. The OCC has proposed changes to its public welfare investment (PWI) rule under 12 C.F.R. Part 24 that would remove explicit references to minority- and women-owned entities, raising immediate
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