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Regulatory

The attorneys in our financial institutions regulatory area represent banks and other depository organizations of all sizes in diverse geographic locations, ranging from money center and regional financial institutions to small community institutions.

We represent their holding companies, financial service affiliates and joint venture partners. Our attorneys routinely deal with both state and federal regulators, including the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the Financial Crimes Enforcement Network, the Office of Foreign Assets Control and state banking, securities and insurance regulatory agencies.

The Firm provides financial institutions and their affiliates with counsel on a broad range of regulatory issues:

Examination, Enforcement & Troubled Banks

  • Advice on examination report findings and related remediation;
  • Communications and negotiations with federal and state agencies;
  • Defense of administrative enforcement actions; and
  • Deposit insurance and related receivership matters.

Compliance

  • Operational compliance issues, such as lending limits, affiliate and insider transactions and management interlocks;
  • Consumer compliance issues, involving the Truth in Lending Act, the Equal Credit Opportunity Act, the Electronic Fund Transfer Act, the Truth in Savings Act, state and federal privacy laws and other fair lending laws;
  • Bank Secrecy Act, anti-money laundering and Office of Foreign Assets Control requirements;
  • State and federal law compliance issues regarding deposit access devices, including prepaid debit cards, ACH and wire transfer and the development of agreements regarding such devices;
  • Review and negotiation of vendor agreements and vendor management, with related advice and counsel; and
  • The prohibition of unfair, deceptive or abusive acts or practices (UDAAP).

Governance

  • Corporate governance guidance and training;
  • Director and officer responsibilities and liability issues;
  • Enterprise risk management;
  • Codes of conduct and ethics; and
  • Internal investigations, including serving as audit committee counsel.

Operations

  • New products and services, including the development of electronic and mobile banking products, e-lending, Internet banking operations, remote deposit programs and FinTech joint ventures, with related contract and service agreements;
  • Contract preparation, review and negotiation, including commercial cash/treasury management agreements and service
  • terms for ACH, wires, remote deposit, sweeps, repurchase agreements, lockbox, positive pay, as well as third-party and
  • affiliate agreements;
  • Establishing and reviewing policies and procedures;
  • Advising boards and senior mangagement about evolving cybersecurity expectations; and
  • Responding to data breach incidents.

Structure, Growth & Acquisition

  • Corporate structural matters, including the formation of holding companies, subsidiaries, service corporations and joint ventures, and networking arrangements with third-party providers of insurance and securities services;
  • Geographic expansion, including intra- and interstate branching and the establishment of nonbanking offices, such as trust services, and loan and deposit production offices;
  • Transactional matters, such as mergers, acquisitions, branch purchases and sales, change of control filings, and antitrust analysis;
  • Capital-raising transactions, including issuances of common and preferred stock, subordinated debt and innovative hybrid securities;
  • Charter conversions, such as thrift mutual-to-stock conversions, thrift-to-commercial bank conversions (including the first simultaneous conversion of a federal mutual thrift to stock form and national bank charter), conversions of state banks to national banks and conversions of national banks to state banks;
  • Nonbanking activities, including acquisitions, formation and licensing of nonbanking companies such as insurance agencies, broker-dealers, FinTech entities, investment advisors and mortgage banks, and compliance issues relative to their operations; and
  • Establishing de novo banks.

Day-to-day regulatory matters are primarily handled by the following attorneys within the firm’s Financial Institutions Group with extensive and varied experience drawn from work in both the government and private sectors:

  • Karol Sparks, who was the Chair of the American Bar Association’s 1,500 member Banking Law Committee from 1998-2002, has over 30 years of experience in handling the regulatory matters and corporate activities of financial institutions, with special emphasis on the distribution of annuities, insurance, mutual funds and prepaid cards through banks, thrifts and credit unions. She is the author of the treatise, Insurance Activities of Banks, which was originally published in 1998 and is updated annually, and serves as adjunct professor at Wake Forest University School of Law and is a member of the Board of Advisors of the Center for Banking and Finance at the University of North Carolina Law School at Chapel Hill.

  • John Geiringer previously served as legal counsel for the Illinois Office of Banks and Real Estate, where he wrote legislative proposals, administrative rules, interpretive letters and policy briefings, prosecuted enforcement actions and gave speeches on a variety of issues of financial institution law.  Immediately prior to joining the firm, he served as a regulatory consultant with a regional accounting firm, performing compliance reviews and training for a variety of financial institutions.  John serves as an adjunct professor of banking law at Chicago-Kent College of Law.  John also is a co-editor of IICLE’s Advising Illinois Financial Institutions and authored the chapter “Supervisory Enforcement Actions and Related Civil Liability.”  He has served as the Chairman of the Chicago Bar Association’s Financial Institutions Committee and as a Faculty Adviser to the Illinois Bankers Association’s Law and Banking Principles self-study class.  He currently serves as Chairman of the Enforcement, Director Liability and Troubled Banks subcommittee of the American Bar Association’s Banking Law Committee.

  • J. Brent McCauley has over 20 years of experience in the financial services industry.  He represents insurance companies and agencies, broker-dealers, investment advisers, hedge funds and other private equity funds, as well as banks and bank holding companies.  He advises these entities on matters ranging from formation, capital restructuring, mergers, acquisitions and other business combinations as well as regulatory matters affecting such institutions, including capital requirements, licensing, registration and examination and enforcement issues.  Brent served as senior regulatory counsel in the legal department of the Federal Reserve Bank of Chicago, handling complex regulatory and supervisory matters.  Brent began his career as a savings and loan examiner with the predecessor of the Office of Thrift Supervision, where he also worked as a consumer complaint specialist and fraud investigator.

  • Bruce Baker, who currently serves as Executive Vice President and General Counsel of the Illinois Bankers Association, is of counsel to the firm. He previously served as General Counsel to the Illinois Commissioner of Banks & Trust Companies and as Senior Counsel with Dean Witter Financial Services Group, Inc. and Discover Card Services, Inc., where he oversaw the development of the Discover Card. As of counsel to the firm, Mr. Baker’s practice focuses on regulatory, product development and legislative matters.

  • Judy Muncy, of counsel to the firm, has been practicing in the financial institutions area since 1983, first with the Office of General Counsel of the Federal Home Loan Bank Board in Washington, D.C. and then in private practice in Washington, D.C. and Chicago. She has extensive experience in counseling financial institutions and their affiliates on a wide range of corporate and regulatory matters, including mergers and acquisitions, mutual to stock conversions, charter conversions, holding company formations and state and federal compliance issues.

  • Andrea Sill concentrates her practice in financial institution regulatory and corporate matters.  Prior to joining the firm, Ms. Sill served as legal counsel for the Illinois Office of Banks and Real Estate, where she drafted interpretive letters, legislation, and examination guidelines, provided legal analysis and review of corporate applications, conducted enforcement actions, and provided training for bank examiners.  Ms. Sill has also served as Chairman of the Financial Institutions Committee of the Chicago Bar Association, and she co-authored the chapter “Illinois Operational Laws and Regulations” in the 2003 IICLE Advising Illinois Financial Institutions.

  • Stanley Orszula has extensive experience providing strategic counsel to banks on compliance and regulatory issues, general banking corporate matters, secured lending, distressed loans and assets, failed bank receiverships and note sales. Stan's background includes experience as an attorney with the FDIC, sitting on the board of a financial institution, and representing banks in private practice for over 10 years. He has gained a unique perspective which banks rely on to navigate today's complex regulatory environment.

The following attorneys, who lead the Financial Institutions Group, also handle regulatory matters:

  • John Freechack, the Chairman of the firm’s Financial Institutions Group, has practiced exclusively in the area of banking and thrift law for over 25 years.  He is an adjunct professor of banking law and regulation at the Northwestern University School of Law and was previously an adjunct professor in the graduate program in financial services law at the Chicago-Kent College of Law.  He is co-editor of IICLE’s Advising Illinois Financial Institutions.

  • Dennis Wendte has a broad variety of experience in the representation of financial institutions in connection with a wide range of corporate and regulatory matters, including sales and acquisitions, holding company formations, private placements and public sales of securities, state and federal regulatory compliance issues and strategic planning.  He is an adjunct professor of banking law and regulation at the Northwestern University School of Law.