Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden, Arps” or “Skadden”) provides a wide array of legal services domestically and internationally to depository institutions, finance companies, asset managers, diversified financial services firms and other financial services providers, as well as to their investors. We handle regulatory matters, provide advice on the introduction of new products, structure and negotiate mergers and acquisitions, arrange institutional investment and securitization transactions, and represent clients in shareholder and other litigation, as well as government enforcement matters.
In the 2011 Financial Times “US Innovative Lawyers” report, Skadden was named among the top firms for finance for our representation of BankUnited in the largest bank IPO in U.S. history. The attorneys in the Financial Institutions Group have been recognized as leaders in the field by many prominent publications, including Chambers (USA, Global, Europe and Asia Pacific editions) Financial Law Review 1000 and The Best Lawyers in America 2010.
Financial Institutions Regulation
Skadden’s Financial Institutions Group advises financial institutions and their investors on regulatory considerations in connection with mergers and acquisitions, capital markets transactions, joint ventures, compliance, governance and commercial and banking transactions. In addition, we advise clients on electronic banking, insurance, investment management, fiduciary, securities and related financial services. In the enforcement area, the firm has represented institutions in connection with government investigations and enforcement actions and related private class actions concerning anti-money laundering, privacy, fair lending, securities and other laws. Skadden represents clients before the Federal Reserve Board, the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Office of Thrift Supervision (“OTS”), and other federal and state agencies, including the Federal Reserve Banks and the New York State Banking Department (“NYSBD”).
Financial Institutions Group attorneys, working together with attorneys in our investment products, insurance and derivatives practices, also provide assistance to financial institutions in the development of new products and services.
In the international area, the firm’s attorneys advise international banks on the U.S. regulatory aspects of their U.S. and non-U.S. operations. We assist clients with the acquisition or establishment by non-U.S. banks of subsidiaries and joint ventures in the United States; the acquisition or establishment by non-U.S. banks of branches, agencies, New York investment companies, Edge corporations and representative offices in the United States; investments and acquisitions by U.S. banks outside the United States; and the ongoing operations of international banks.
Mergers and Acquisitions
Skadden’s Financial Institutions Group represents U.S. and non-U.S. financial firms, investors and investment banks in mergers and acquisitions, restructurings and related corporate transactions worldwide. We handle negotiated and unsolicited acquisitions involving the acquisition or sale of banks, thrifts, insurance companies, primary dealers, leasing companies, money management firms, mutual fund companies, bank and thrift branches, credit card issuers, discount brokers and mortgage bankers, among other financial entities. We also frequently act as advisers to public companies and their boards of directors with respect to proxy contests and acquisitions of controlling stock positions. In addition, we have handled a number of recapitalization transactions involving banks and thrifts and have assisted institutions and investors in acquiring depository institutions from the FDIC.
Skadden’s Financial Institutions Group manages the antitrust issues presented by financial institution mergers and acquisitions. We have assisted clients by structuring and implementing antitrust strategies designed to enhance the value of their financial institution acquisition transactions.
The firm has represented clients regarding numerous bank mergers that have involved detailed investigations by the U.S. Department of Justice (“DOJ”), federal regulatory agencies and state attorneys general. Our attorneys also have advised clients concerning mergers and acquisitions of major non-bank financial services firms that involved significant antitrust issues.
Additionally, Skadden has represented clients in the antitrust aspects of joint ventures and business practices.
Investment Companies, Investment Advisers and Broker-Dealers
Skadden’s attorneys assist banks, thrifts and other clients with the creation, structuring, offering, operation and regulation of a wide range of registered and private domestic and offshore investment pools and other investment products. Our attorneys also counsel investment advisers, broker-dealers and banks on a full range of securities-related regulatory matters and provide assistance in connection with investigations and proceedings by the Securities and Exchange Commission (“SEC”).
The firm’s regulatory experience in this area extends to all facets of the creation and operation of broker-dealers. We structure and register broker-dealers, create compliance programs and appropriate firewall procedures, review existing procedures, assist clients with internal reviews of specific product areas or personnel and represent clients in examinations and inquiries by securities regulators. We also analyze the proposed structure of the operations of bank-affiliated broker-dealers in relation to federal and state securities regulation of banks.
The firm’s attorneys have worked with financial institutions and other clients in analyzing, structuring and documenting the full range of derivative financial product transactions. These transactions involve swaps, structured notes, trust certificates and other instruments and relate to rates, currencies, commodities, securities and other reference items or indices.
Skadden represents insurance companies, insurance brokers and financial institutions in a wide range of corporate and regulatory matters. We provide regulatory advice to these clients and assist in the development and introduction of new products and services. In addition, we are active in insurance coverage and regulatory litigation.
The firm represents commercial banks and other institutional lenders in a wide range of financing transactions involving:
- secured and unsecured loan agreements;
- letters of credit and other credit enhancement devices;
- note purchase and project financing agreements;
- structured receivables arrangements and asset-backed securities transactions;
- leveraged buyouts, loan syndications, and other acquisition financing arrangements;
- equity participations in the form of common and preferred stock investments;
- offerings of convertible securities, warrants and partnership interests; and
- workouts, restructurings and debtor-in-possession financings.
Skadden advises clients in public and private financings alike. The experience of our attorneys extends to all types and combinations of debt and equity instruments and encompasses financings by U.S. and non-U.S. institutions in markets worldwide. In a capital markets environment characterized by rapid change and innovation, our attorneys often structure new securities and transactions for clients in response to specific needs.
The firm represents clients in the securitization of their cash-generating assets such as home mortgages, credit card receivables, automobile installment loan contracts, trade receivables and many other assets. We have also represented many sellers and purchasers of pools of these cash-generating assets.
In the area of public finance, Skadden represents banks and other financial institutions in taxable and tax-exempt financings and advises clients on the tax-related aspects of these financings. Skadden has been a leader in the development of new types of securities, including taxable municipal bonds, variable rate securities, commercial paper and municipal derivative products to complete financings for cogeneration facilities, student loan programs, export-import financings, multifamily housing programs, government-guaranteed loan programs and asset securitizations.
Information Technology and Outsourcing
Skadden handles a wide variety of software licensing and outsourcing projects for financial institution clients. Our outsourcing practice encompasses both information technology outsourcing as well as business process outsourcing, and includes both onshore and offshore projects. We have considerable experience in the specific issues that arise in outsourcing transactions for financial institutions, such as service levels, audit rights, global regulatory compliance, governance, information security, data privacy, and business continuity planning.
Consumer Financial Services
Skadden’s Consumer Financial Services Enforcement and Litigation practice represents many of the nation’s leading banks, insurance companies, securities firms and other consumer financial services companies in a broad array of government investigations, enforcement actions and class action litigations focused on the sale of financial products to consumers. The group has extensive experience as federal prosecutors and financial services regulators, as well as in defending corporations in civil and criminal governmental investigations. Skadden is highly experienced in handling matters involving concurrent federal and state investigations and multiple private class action lawsuits. The firm also has an active examination and regulatory compliance practice that provides ongoing advice regarding day-to-day compliance, regulatory examinations and the acquisition approval process, as well as litigation risk management. The group regularly performs due diligence for clients considering strategic partnerships or acquisitions.
White Collar Crime/Government Enforcement
We represent financial institutions and their officers, directors and employees in complex criminal investigations and trials and civil and administrative proceedings. Skadden defends financial services industry clients in white collar criminal proceedings, as well as represents clients in civil and administrative matters, including investigations by bank regulatory authorities, Bank Secrecy Act matters, fair lending claims against banks and insurance companies, and other federal and state civil and administrative actions arising out of alleged regulatory violations.
We provide advice to financial institutions regarding the establishment and implementation of risk management and compliance programs designed to help clients prevent and detect violations of the law and related risks. In particular, Skadden attorneys have conducted comprehensive reviews of financial institutions’ internal policies and procedures on the Bank Secrecy Act, SAR filings, privacy, outsourcing, fair lending, anti-tying, securities regulation, and many other subjects.
Alternative Dispute Resolution
Skadden routinely assists clients in resolving disputes without litigation through various alternative dispute resolution (“ADR”) procedures, including:
- binding and nonbinding arbitration;
- summary jury trials;
- expert fact-finding; and
- early neutral evaluation.
We help clients establish dispute handling systems for different categories of disputes. We also structure dispute resolution contract clauses for inclusion in client contracts, represent clients in individually tailored ADR proceedings, and serve as arbitrators, mediators and other neutrals in ADR proceedings. Our goal is to achieve the best, most efficient and most cost-effective resolution of disputes for each client, and it has been our experience that in the appropriate case, well-designed ADR procedures can preserve confidentiality and produce faster and more economically efficient results than litigation.
The firm advises financial institutions in a wide range of litigation, including challenges to regulatory actions, the validity of regulations, and litigation stemming from shareholder disputes and other internal corporate conflicts. We represent these clients in federal and state courts, before various federal and state agencies, and in administrative proceedings. In particular, Skadden has earned a reputation as one of a few go-to firms in the securities litigation arena and has served as lead defense counsel in several of the largest securities class actions in U.S. history, including representing Merrill Lynch in its successful defense of more than 150 shareholder actions relating to analyst reports and its landmark victory in the Dabit case before the U.S. Supreme Court.
Skadden provides a wide range of legal advice to financial institutions, with particular emphasis on federal and state campaign finance and ethics, and conflict-of-interest laws. We represent clients in matters concerning U.S. and non-U.S. lobby registration that arise under the Federal Regulation of Lobbying Act and the Foreign Agents Registration Act.