The Financial Services Regulatory & Enforcement Practice includes lawyers with senior-level experience with federal financial institution regulators, and offers extensive experience with, and an in-depth understanding of, the financial services industry. Our experience with all major federal financial regulatory schemes, and knowledge of major sectors of the financial services industry, allows us to offer our clients broad-based, highly practical and knowledgeable advice that is sensitive to our clients' business objectives and priorities, current developments and trends affecting their businesses, and regulatory sensibilities. We bring to our clients a high level of substantive knowledge and judgment, the ability to understand and respond quickly and flexibly to client needs and concerns, and a strong understanding of, and the ability to harmonize, the multiple legal and regulatory schemes that affect our clients' business activities.

In keeping with the firm's global approach to servicing its clients, the Financial Services Regulatory & Enforcement Practice plays an integral role in assisting key practice areas of the firm in meeting our clients' needs. We work in close consultation with diverse Firm practice groups, including: the Firm's Corporate and Securities practice group on financial services business combination and other corporate matters; its Litigation practice group on financial services administrative and judicial litigation and appellate matters; the Information Technology practice group on financial services technology and outsourcing matters; the Investment Management, Private Investment Fund and Wealth Management practice groups on financial asset management issues; and the Employee Benefits and Compensation practice group on ERISA and other tax deferred asset management issues.

Our capabilities and experience also extend across national borders, in that we also bring to our clients, through our European financial regulatory practice specialists, the ability to advise US and international financial services firms on cross-border financial regulatory matters.

Our Financial Services Regulatory & Enforcement Practice's breadth and diversity of experience and knowledge, and ability to contribute to our clients' business objectives, serves our clients well in an ever-changing and increasingly demanding operating and strategic environment. We regularly publish newsletters and alerts which keep our clients abreast of significant legal and regulatory developments with valuable in-depth analyses of the impact of such developments on our clients' business activities.

We advise all types of regulated financial institutions and financial services firms (banks, non-bank lenders, asset managers, insurance and securities firms) and their non-financial counter parties (payment systems, electronic financial services organizations, technology and other bank vendors and providers of diversified financial services) across these principal practice areas:

• Regulatory Compliance Counseling
• Corporate Transactions for Regulated Industries
• Capital Markets, Capital Management, & Fiduciary
• Consumer Financial Services
• Financial Intermediary Services

Regulatory Compliance Counseling
We provide strategic compliance advice to domestic and foreign financial services firms alike on the full range of regional, national, and international requirements facing regulated financial services entities and their non-financial counterparties. Our regulatory compliance counseling practice has repeatedly succeeded in obtaining positive and timely regulatory responses to innovative proposed activities that raise difficult or first-impression legal and regulatory questions.

Our Financial Services Regulatory & Enforcement Practice relies heavily on the breadth and quality of its knowledge, reputation, and experience with federal and state financial regulators in meeting the needs of its clients. Our lawyers, both firm-wide and within the Financial Services Regulatory & Enforcement Practice, have continuing, extensive, and long-standing relationships with key federal and state regulatory bodies. In the process, we have cultivated an excellent reputation among regulators for our creativity, legal and practical acumen, thoughtfulness, responsiveness and integrity.

Philosophically, our general approach to dealing with regulators is consultative rather than adversarial in nature. We emphatically believe that preserving and enhancing, wherever possible and consistent with a client's objectives and best interests, the quality of our clients' regulatory relationships is an essential component of the advice and services we provide to our clients. At the same time, we are fully prepared to represent our clients zealously and effectively in contested or otherwise adversarial regulatory matters.

Current examples of the Practice's activities in this area include:

• Advising on the development of new financial services products and services in the rapidly changing legal and regulatory environment.
  
  
• Financial Institution risk management and corporate governance - corporate oversight, disclosure and organizational compliance.
  
  
• Advising on anti-money laundering, USA PATRIOT ACT, and OFAC requirements - general requirements, customer identification requirements, due diligence, and liability reduction measures.
  
  
• Counseling on customer privacy and data security requirements for all classes of financial services firms.
  
  
• Advising depository institutions and their counterparties on the effects of federal and state bank insolvency laws.
  
  
• Harmonizing the divergent legal requirements (banking, securities, insurance and the like) for diversified financial services firms that have grown through business combinations and strategic alliances.
  
  
• Reviewing and advising on compliance with regulatory affiliate transactions/anti-tying measures.
  
  
• Providing multi-jurisdictional analyses of compliance requirements - in lending, funding, securities brokerage, investment management, and fiduciary businesses.
  
  
• Responding to major regulatory initiatives relating to accounting and capital adequacy matters.
  
  
• Advising clients on enforcement and compliance issues arising out of their regulated activities, including representing financial institutions in administrative actions before federal and state financial regulatory authorities.
  
  
• Obtaining no-action, interpretive and approved advice from federal and state financial regulatory authorities.
  
  
• Providing structural advice to financial institutions clients on the most appropriate and efficient methods to operate and enhance their business.

Corporate Transactions for Regulated Industries
We are experienced specifically in transactions and activities involving or unique to the financial services industry, among them mergers and acquisitions, joint ventures and strategic alliances, stock/asset acquisition or disposition, proxy voting and solicitations, recapitalizations, and reorganizations.

We advise our clients on the principal regulatory application and review requirements under federal and state laws (including the Bank Holding Company Act, the National Bank Act, the International Banking Act, the Change in Bank Control Act, the Home Owners' Loan Act, and state change-in-control requirements, among others), as well as assist our clients in structuring and documenting their regulated transactions, and preparing, submitting and negotiating with regulators all necessary regulatory applications and notice filings. We also counsel clients in solving complex management issues associated with corporate transactions, and in providing advice to corporate boards of directors and board/management committees on matters of legal and regulatory concern, such as corporate governance and oversight, transactions with affiliates, internal review, risk management, and management succession. Particular expertise of our Practice includes:

• Financial services acquisition, disposition and other business combination transactions.
  
  
• Cross industry transactions, such as bank acquisitions of asset management firms.
  
  
• Financial services outsourcing and other technology transfer transactions.
  
  
• Joint venture, cross-marketing, and other "strategic alliances" between or among financial services firms.
  
  
• Financial intermediary services transactions (e.g., custody, safekeeping and transaction processing).
  
  
• Organizing and documenting private investment funds for bank affiliated sponsors and managers.

Capital Markets, Capital Management, & Fiduciary
Our full-service capital markets, capital management, and fiduciary practice advises regulated financial firms on issues arising from the design, distribution, marketing, and management of capital markets, capital and asset management, and fiduciary products and services. Our practice is particularly oriented towards diversified financial services firms with operations extending across multiple segments of the financial services industry, but serves equally well those participants that have adopted more focused business strategies.

• Our capital markets representation ranges across capital markets transactions and activities to include securities trading, private placements, underwriting and dealing, brokerage, private investment funds, structured finance and securitization activities of all types, and a full range of money management activities. We also advise clients on joint venture and marketing arrangements and corporate structuring to accommodate innovative capital markets activities.
  
  
• Our capital management practice advises clients on issues affecting the investment and management of corporate, retail, and institutional funds. The practice counsels mutual funds (including bank proprietary funds), investment advisers, broker-dealers, collateral managers, investment managers, and closed-end funds, among others, on such matters as general regulatory compliance, permissible investments, fee arrangements, marketing and advertising, performance disclosure, and operations.
  
  
• Our fiduciary practice advises financial institutions acting in their fiduciary capacities, including corporate and ERISA fiduciaries as well as bank trust operations, trust companies, and investment advisers. We advise on all issues of fiduciary concern, including fee structures, proxy voting responsibilities, interstate fiduciary laws, conflicts of interest, investment brokerage, advisory and agency activities, global custody and safekeeping services, and directed and discretionary fiduciary matters, as well as the establishment and use of common trust and collective investment funds, personal trust products, and marketing and compensation issues.

Consumer Financial Services
Our consumer financial services practice assists clients through the vast and complex federal and state regulatory schemes involved in the development, creation, marketing, sale, and servicing of consumer financial products and services. We offer sophisticated and practical advice on the full array of federal and state laws governing their consumer finance activities, including:

• The Truth-in-Lending Act
  
  
• Fair Credit Reporting Acts
  
  
• Unfair or Deceptive Practices Act
  
  
• Truth-in Savings Act
  
  
• Equal Credit Opportunity Act
  
  
• Electronic Fund Transfer Act
  
  
• UCC Articles 3, 4, 4A, 8 and 9
  
  
• Fair Debt Collection Practices Act
  
  
• Consumer Leasing Act
  
  
• Community Reinvestment Act
  
  
• Bank Secrecy Act
  
  
• Real Estate Settlement Procedures Act
  
  
• The rules of the National Automated Clearing House Association (NACHA)
  
  

Financial Intermediary Services
The Financial Services Regulatory & Enforcement Practice has an extensive history of helping clients take advantage of the legal and technological developments that promote the intermediation of funds and financial instruments between sellers and buyers of products and services. We advise clients on a broad range of laws, regulations, and industry rules relevant to various types of corporate and retail intermediation services, payment systems, including:

• ACH, SWIFT, CHIPS and Fedwire Systems
  
  
• Electronic Fund Transfer Act (Regulation E)
  
  
• UCC Articles 3, 4, 4A and 5
  
  
• USA PATRIOT Act/Bank Secrecy Act
  
  
• OFAC
  
  
• Check imaging and truncation laws
  
  
• State "doing business" concerns - guidance on licensing, marketing, money transmitter laws, privacy, and data security requirements
  
  
• Data protection and privacy compliance

Our clients benefit in particular from our regulatory knowledge and deep practical industry experience in connection with the development and implementation of numerous financial services intermediary products and systems, including:

• Credit/debit/stored value products - development of technology-based payment instruments and systems.
  
  
• Electronic check clearing systems.
  
  
• Trade finance and other types of cross-border transactions.
  
  
• Electronic contracting - electronic disclosures, "paperless" account applications, contract formation in connection with offerings of consumer and commercial financial products over the Internet.
  
  
• Online and internet delivery systems - specific legal and regulatory concerns involved in the delivery and distribution of technology-based banking, securities, and other financial products.
  
  
• Privacy and safeguarding of customer information, including compliance with multi-jurisdictional requirements for customer data privacy, as well as the rules for safeguarding customer information.