EXPERIENCED COUNSEL

Financial Services

LEADERSHIP: John M. Ford and Henry Liu

Described below are recent financial institution transactional, securities, litigation and regulatory engagements handled by Pepper Hamilton LLP’s Financial Services Practice Group:

  • representing a major multi-regional bank in a wide variety of matters, including litigation, (class actions, commercial disputes, consumer complaints), regulatory items and in connection with administrative law
  • representing a national financial services industry association in litigation against the FDIC for regulatory guidance that is unlawful and that exceeds the FDIC’s authority. Engagement also included assistance with handling press and related issues associated with the litigation.
  • representing a leading national mortgage originator in advice and counseling on financial services regulatory matters and housing finance issues
  • represent a leading electronic payments processor in numerous investigation/enforcement matters, including a U.S. Dept. of Justice investigation, responding to subpoenas in multiple states, assistance with civil investigative demands from federal authorities, and litigation matters
  • represent a national provider of alternative consumer loan products that often partners with banks in a number of matters, including assisting in designing open-and closed-end consumer loan products for consumers who do not typically qualify for traditional consumer credit options. Pepper reviewed pre-emption law issues as well as federal and state consumer lending laws.
  • acted as legal advisor to DFC Global Corp. in a $1.3 billion transaction in which it signed a definitive agreement to be acquired by an affiliate of Lone Star Funds
  • primary outside counsel to a leading regional bank on all regulatory and compliance-related work (state banking department; FDIC); corporate and securities regulation, capital markets; litigation; commercial lending and all corporate governance issues. The bank has a national mortgage lending platform and Pepper provides regulatory advice on their nationwide lending operations.
  • represented First Niagara Financial Group, Inc. and its wholly-owned subsidiary, First Niagara Bank, in an agreement to acquire 195 banking branches from HSBC Bank USA in a transaction covering approximately $15 billion of deposits. Pepper Hamilton also represented First Niagara in its agreement to divest approximately 57 branches to KeyBank, Community Bank, N.A. and Five Star Bank.
  • formation of a de novo bank seeking to target the "unbanked" and "underbanked," including preincorporation agreement, state and FDIC applications, associated private placement of equity, employment agreements, stock benefit plans, and general corporate matters
  • represented a bank holding company in underwritten secondary public offering
  • advised a bank in the negotiation and establishment of a joint venture trust department established as a division of the bank
  • advised a small publicly owned state-chartered bank in its acquisition by a bank holding company for stock, including advising the Board of Directors and management, negotiation of agreement of sale, negotiation of employment agreements for certain principals to be based on running a specialized lending group as a separate profit center, representation on securities and shareholder matters relating to solicitation of shareholder consent and general corporate matters
  • counseled a bank holding company regarding interstate expansion, including formation of a de novo federal savings association subsidiary to be located in another state
  • handling patent drafting and prosecution for a wide range of financial services business methods, including "smart card" and other payment technology, transaction card design, and fraud and illegal financial activity detection technologies, for leading banks and credit card companies
  • conducting infringement and validity analyses and preparing right-to-practice, non-infringement and invalidity opinions for major banks and other institutions
  • representing financial institutions in a wide array of technology-related transactions, such as acquiring new technology for credit card processing, online transactions, management of financial data, identification of eligible lenders and other matters. In many of these transactions, we helped assure our clients that their vendors would comply with the privacy requirements.