Securities Industry

• Regulation of broker-dealers, M&A advisors, intermediaries and business brokers.
• Regulation of investment advisers.
• Extensive work with the SEC, state securities regulators and FINRA dealing with regulatory examinations, investigations and enforcement issues.
• Mergers and acquisitions of broker-dealers and investment advisers.
• Purchase and sale of broker and investment adviser representative practices.
• FINRA New and Continuing Membership Applications.
• Legal and compliance issues affecting broker-dealers and investment advisers.
• Drafted wide range of service agreements between broker-dealers and vendors including, for example, clearing agreements, bank-brokerage networking relationships, and registered representative agreements.
• Drafting client service contracts and representative agreements.
• Regulatory investigations and examination responses.
• Establishment of bank-brokerage networking and joint marketing relationships.
• Formation, registration, and regulation of broker-dealers and investment advisers.
• Advising firms regarding Regulation S-P, Consumer Financial Privacy and Information Security.
• Preparing for and responding to regulatory inspections, investigations, complaints and inquiries.
• Principal author of U.S. H.R. 2274 – S. 1923 The Small Business Mergers, Acquisitions, and Sales Brokerage Simplification Act.
• Testified before the U.S. House Financial Services Committee about M&A broker regulation and legislation.

Banking Industry

• Acquisitions and sales of bank holding companies, banks and thrifts, and branches.
• Analysis of anticompetitive effects of proposed bank mergers and acquisitions.
• Analysis of banking powers and regulations governing various banking-related investments and activities.
• Contract drafting, reviews, analyses, and negotiations creating and terminating various vendor relationships.
• Corporate consolidations and reorganizations of banks and their subsidiaries.
• Counsel in six one-bank holding company formations and six bank subsidiary mortgage company formations.
• Counsel on bank regulatory issues involving late trading and market timing by hedge funds, including negotiations with the Office of the Comptroller of the Currency.
• Extensive work with federal and state banking regulators on a wide range of bank regulatory issues.
• Purchases and sales of lines of banking business and related assets and liabilities (credit card and merchant processing portfolios).
• Lead counsel for the acquisition and corporate restructuring of a $250 million thrift, including the first thrift-bank merger authorized under Illinois law.
• Lead counsel for the sale of a $100+ million bank, including contract negotiations and closing.
• Lead counsel in acquiring a failed thrift from the Resolution Trust Corporation.
• Lead counsel in the sale of a $16.5 million merchant processing line of business and the establishment of a strategic relationship for marketing future business.
• Lead counsel in the sale of a $300 million credit card portfolio; prepared and negotiated purchase and sale contract documentation.
• Purchases and sales of various types of mortgage loan and mortgage servicing portfolios.
• Responsible for corporate consolidations and reorganizations of over 35 banks and their subsidiaries for various bank holding companies.
• Responsible for preparing and negotiating contract documentation in 20+ portfolio purchases or sales and forward commitments for mortgages, mortgage. servicing, automobile loans, marine loans and student loans.
• Responsible for purchase and sale transactions involving 30+ bank and thrift branches with total assets and liabilities over $700 million.
• Securities offerings by banks and bank holding companies.
• Formations of banks, bank holding companies, mortgage companies and other subsidiaries.