Overview

Chris Gattuso focuses her practice on corporate and securities matters, financial institution regulatory matters and mergers and acquisitions. Ms. Gattuso’s securities practice includes serving as counsel for both issuers and underwriters in public and private offerings of debt and equity securities and counseling clients on disclosure and other requirements under the federal securities laws. She has represented numerous mutual savings associations in their conversion to stock form or formation of a mutual holding company and related public offerings. She has extensive experience in corporate reorganizations, strategic alliances, joint ventures and mergers and acquisitions for both public and private financial institutions and other for-profit and nonprofit entities. She also advises boards of directors and board committees of financial institutions, nonprofits and tribal entities on corporate governance matters and best practices.

Ms. Gattuso advises financial institutions on a wide range of regulatory, consumer protection and compliance matters, including cybersecurity and mobile financial services, before the federal and state banking agencies, including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Federal Reserve Board and the Consumer Financial Protection Bureau. She represents financial institutions on regulatory enforcement matters and appeals of material supervisory actions, including representing financial institutions in connection with fair lending inquiries and Department of Justice fair lending investigations and representing financial institutions, tribal entities and other companies before the Consumer Financial Protection Bureau in connection with investigative matters.

Ms. Gattuso advises private investors, including private equity funds, hedge funds and foreign investors, in structuring investment vehicles to acquire controlling and non-controlling investments in financial institutions and their holding companies. She also counsels organizers of federal and state de novo financial institutions with respect to the regulatory process and the banking, corporate and securities law issues that arise in connection with the de novo process. Ms. Gattuso's experience with de novo financial institutions ranges from typical community banking institutions to more complex de novo financial institutions such as a de novo venture bank and a de novo thrift formed by a national trade association.

Ms. Gattuso has published articles and spoken at various conferences and seminars on corporate governance, financial institutions law and regulation, cybersecurity, mobile financial services, bank examination and enforcement and fair lending.

Ms. Gattuso has been recognized as a 2014, 2015, 2016 and 2017 Washington, D.C. "Super Lawyer" in the area of Securities and Corporate Finance by Super Lawyers magazine. She was recognized by The Best Lawyers in America® in 2018 for Financial Services Regulation Law.

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Experience

Represented GUIDE Program, Inc., a nonprofit, in connection with its merger with Family Services, Inc., a nonprofit social services agency.

Represented underwriter, Sandler O'Neill + Partners L.P. in an $18.6 million debt offering by Investar Holding Corporation.

Represented Franklin Financial Corporation and its banking subsidiary, Franklin Bank, in connection with Franklin’s $138.9 million initial public offering in connection with its mutual to stock conversion.

Represented a state commercial bank on its appeal to the FDIC of its CRA Rating and represented the bank in its hearing before the FDIC on the appeal.

Represented bank holding company in obtaining FRB regulatory approval of formation of a wholly-owned subsidiary to sponsor one or more funds to invest in venture capital funds and to engage in investment advisory activities and private placement activities.

Represented a lender in connection with responding to a civil investigative demand from the CFPB.

Served as counsel to Eureka Financial Corp. in its $35.0 million merger with NexTier Bank, N.A. The combination created a community banking franchise with total assets in excess of $1.1 billion and 26 branches located throughout Southwestern Pennsylvania. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.

Represented Square 1 Financial, Inc. in its private placement of trust preferred securities and several private placements of common stock.

Represented underwriter, Sandler O'Neill + Partners L.P., in an $80 million debt offering by Bridge Bancorp, Inc.

Represented Square 1 Financial, Inc. in connection with its initial public offering and represented certain selling shareholders that sold into the initial public offering.

Represented a financial institution in a supervisory investigation conducted by the OCC involving document production, depositions and various related matters.

Represented underwriter, Sandler O’Neill + Partners L.P. in the $34.5 million common stock offering by Investar Holding Corporation.

Represented American Bank Holdings, Inc. and its banking subsidiary in connection with its merger with Congressional Bancshares, Inc. exchange of merger securities in a private placement, and its spinoff of certain assets to a newly-formed company.

Represented Florida Savings Bank in its acquisition by Commercebank, NA, a Coral Gables, Florida bank holding company through a purchase and assumption transaction and subsequent liquidation of Florida Savings Bancorp, Inc. following the sale of Florida Savings Bank and a redemption offering for the outstanding convertible debt securities previously issued by Florida Savings Bancorp, Inc.

Represented Franklin Financial Corporation in connection with its acquisition by TowneBank in an all-stock transaction.

Represented Bonneville Bancorp and its banking subsidiary, Bonneville Bank, in connection with its acquisition by Green Dot Corporation.

Represented Northeast Community Bank in its mutual holding company reorganization and the related $59.5 million initial public offering by its newly formed holding company, Northeast Community Bancorp, Inc.

Represented underwriter, Sandler O'Neill + Partners L.P. in an $18.6 million debt offering by Investar Holding Corporation.

Represented Associated Community Bancorp in connection with its acquisition of Peyton Street Independent Financial Services Corporation and the assets and liabilities of its banking subsidiary, InsurBanc. and represented InsurBanc in connection with its liquidation following the acquisition.

Advised the board of directors of a state-chartered credit union regarding the governance responsibilities of credit union directors, including with respect to: compliance with legal and regulatory framework; approving and complying with board policies; establishing board committees; hiring qualified management; establishing a strategic plan; reviewing operating results; and continuing board education.

Advised a federally-chartered financial institution in connection with a fair lending investigation initiated by the OCC and referred to the Department of Justice that resulted in the DOJ determining not to take action against the institution.

Represented a federal savings association in connection with its acquisition of an investment advisor.

Advised private equity fund in connection with its bid to acquire a failing financial institution by structuring a silo investment vehicle.

Represented the organizers of a de novo North Carolina bank, which specializes in lending to venture capital-backed businesses, in obtaining a charter and raising $100 million of initial capital in a private placement, in one of the largest de novo bank formations at the time.

Advised a private equity group in connection with its acquisition of a troubled financial institution and related tender offer for trust preferred securities of the target.

Represented City & Suburban Financial Corporation in its $119.1 million acquisition by Ridgewood Savings Bank in a transaction that involved various issues related to the client's Subchapter S status as well as the dissolution of the trust formed in connection with a prior trust preferred securities issuance by the client and the issuance of the junior subordinated debentures of the acquirer directly to the prior holders of the trust preferred securities.

Persuaded the Department of Justice not to take any action against a financial institution for alleged violations of fair lending laws despite a referral to the DOJ by the FDIC.

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Education

University of Baltimore School of Law, J.D. (1983)

King's College, B.S. (1979)

Admissions

District of Columbia

Maryland

Professional & Community Activities

American Bar Association, Business Law Section, Member

American Bar Association, Banking Law Committee, Member

Federal Bar Association, Banking Law Committee, Member of Executive Council (2009-2012, 2016-2017)

Leadership of Greater Washington, Class of 2010

Selection Committee, Board Leadership Award, Center for Nonprofit Advancement, Member (2011-2016)

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