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Formation and capitalization of a North Carolina commercial bank
Represented the organizers of a de novo North Carolina bank, which specializes in lending to venture capital-backed businesses, in obtaining a more Featured
Internal investigation for board of directors of large community bank
Conducted internal corporate/regulatory investigation for the board of directors of a large New Jersey community bank involving whistle-blower more Featured
Represented financial institution in fair lending investigation
Advised a federally-chartered financial institution in connection with a fair lending investigation initiated by the OCC and referred to the more Featured
Acquisition of a troubled financial institution
Advised a private equity group in connection with its acquisition of a troubled financial institution and related tender offer for trust preferred more Featured
Conducted internal corporate investigation for a Maryland bank
Conducted internal corporate investigation for a financial institution and negotiated a consent to the issuance of a cease and desist order with the more
Represented a lender in a government investigation
Represented a lender in connection with responding to a civil investigative demand from the CFPB. more
Product reviews for financial institutions and other interested parties *
Provided financial institutions and other interested parties with product reviews, including for mobile payment and digital wallet services. more
Responded to CFPB civil investigative demands *
Represented entities in responding to CFPB civil investigative demands, including Petitions to Withdraw the CID. more
Underwriter’s counsel for Sandler O’Neill + Partners, L.P. in $34.5 million common stock offering
Represented underwriter, Sandler O’Neill + Partners L.P. in the $34.5 million common stock offering by Investar Holding Corporation. more
Underwriter’s counsel for Sandler O’Neill + Partners L.P. in $18.6 million debt offering
Represented underwriter, Sandler O'Neill + Partners L.P. in an $18.6 million debt offering by Investar Holding Corporation. more
Counseled a federally chartered stock savings bank regarding its federal and state charter options
Counseled a federally chartered stock savings bank regarding its federal and state charter options, including analysis of the powers, limits, and more
Defense of financial services company in SEC investigation
Successful defense of a financial services company in an SEC investigation resulting in closure without proceeding or sanction. more
Counseled large retailer regarding its partnership with a financial institution *
Counseled a large retailer regarding its partnership with a financial institution to roll out a prepaid/checking account product available more
Regulatory requirements counsel to large financial institution *
Counseled a large financial institution with respect to the regulatory requirements pertaining to its account opening processes and procedures in more
TILA and RESPA compliance policy reviews for banks, credit unions and mortgage originators *
Led TILA and RESPA compliance policy reviews for major national banks, preeminent card issuers, large credit unions, mortgage servicers, and mortgage  more
Advised new platform on structuring its compliance management system *
Advised a new platform on structuring its compliance management system to ensure compliance with the ability-to-repay/qualified mortgage rules, fair more
Representation of money manager in SEC market timing case *
Defended a money manager in a landmark SEC market timing case through the investigation, Wells submission, and negotiation of a settlement of the SEC  more
Defense of investor in insider trading investigation *
Defended investor in SEC insider trading investigation and Wells submission resulting in no action and closure of the investigation. more
Representation of investment manager in investigations *
Successfully navigated an investment manager facing charges of criminal conduct, bankruptcy, and SEC and state investigations. more
Representation of broker-dealer before State of Maryland Attorney General’s office
Defended a securities broker-dealer before the State of Maryland’s Attorney General’s office against claims of fraud. The firm settled the fraud more
Identify and implement enhancements to large non-bank mortgage servicer's compliance risk management system *
Assisted one of the largest non-bank mortgage servicers in identifying and implementing enhancements to its compliance risk management system and more
Counseled mortgage origination platform on CFPB's final rule in connection with TILA and RESPA *
Counseled a mortgage origination platform on implementation of the CFPB's final rule integrating mortgage origination disclosures under TILA and more
Comprehensive review of large national bank's mortgage servicing transfer policies and procedures
Advised a large national bank in conducting a comprehensive review of its mortgage servicing transfer policies and procedures to ensure compliance more
Comprehensive review of financial services provider's FCRA policies and procedures *
Advised a financial services provider in conducting a comprehensive review of its FCRA policies and procedures to ensure compliance with the FCRA and  more
$145.6 million acquisition of Ocean Shore Holding Co. by OceanFirst Financial Corp.
Represented Ocean Shore Holding Co. headquartered in Ocean City, NJ in its acquisition by OceanFirst Financial Corp. based in Toms River, NJ. The more
$38.1 million acquisition of Polonia Bancorp, Inc. by Prudential Bancorp, Inc.
Represented Polonia Bancorp, Inc. headquartered in Huntingdon Valley, Pa. in its acquisition by Prudential Bancorp, Inc. based in Philadelphia, Pa. more
Executive compensation and securities counsel to a large bank holding company
Served as counsel on executive compensation and securities matters to one of the largest bank holding companies in the U.S. in connection with its more
Representation of broker-dealer before state securities agency *
Defended a securities broker-dealer before a state securities regulatory agency on allegations of sales practice and supervisory violations resulting  more
Defense of a national investment banking firm in investigations and settlements *
Represented a national investment banking firm before a NASAA multi-state task force investigation, negotiation and settlement with all 50 states of more
Defense of securities broker-dealer before multi-state task force *
Served as defense counsel to a New York-based securities broker-dealer before a NASAA multi-state task force in negotiating a global settlement, more
$210.7 million merger between Pulaski Financial Corporation and First Busey Corporation
Served as counsel to Pulaski Financial Corporation, a retail and commercial bank in the Midwest U.S., in its merger with First Busey Corporation, a more
$105 million acquisition of Conestoga Bancorp by Beneficial Bancorp
Served as counsel to Beneficial Bancorp, Inc., the oldest and largest bank headquartered in Philadelphia, Pennsylvania, in its $105 million more
$10.1 million merger between Patapsco Bancorp, Inc. and Howard Bancorp, Inc.
Served as counsel to Patapsco Bancorp, Inc. in its $10.1 million merger with Howard Bancorp, Inc. The combination created the largest publicly traded  more
$70.4 million merger between Ameriana Bank and First Merchants Corporation
Served as counsel to Ameriana Bancorp, a bank holding company for Ameriana Bank based in New Castle, Indiana, in its $70.4 million merger with First more
$27 million merger for Fraternity Community Bancorp, Inc.
Served as counsel to Fraternity Community Bancorp, Inc., a bank holding company headquartered in Baltimore, Maryland, in its $27 million merger with more
$15.8 million merger between Lexington B & L Financial Corp. and NASB Financial, Inc.
Served as counsel to Lexington B & L Financial Corp., a Missouri state chartered bank, in its $15.8 million merger with NASB Financial, Inc. a more
$42.4 million acquisition of Community Financial Shares, Inc. by Wintrust Financial Corporation
Served as securities counsel to Community Financial Shares, Inc., an Illinois state-chartered commercial bank, in its $42.4 million acquisition by more
$78 million merger between Naugatuck Valley Financial Corporation and Liberty Bank
Served as counsel to Naugatuck Valley Financial Corporation, a savings and loan holding company headquartered in in Naugatuck, Connecticut, in its more
Approximately $35.1 million acquisition of Cordia Bancorp Inc. by First Citizens BancShares, Inc.
Represented Cordia Bancorp Inc. headquartered in Midlothian, VA in its acquisition by First Citizens BancShares, Inc. based in Raleigh, NC. The firm more
Defense of broker-dealer sales of propriety limited partnerships *
Represented a New York-based retail securities firm with billions of dollars of exposure in defense of its proprietary limited partnership sales more
Defense of securities firm in regards to sales practices and supervisory regulations *
Defended a national retail securities firm regarding allegations of sales practice and supervisory violations before a NASAA multi-state task force more
Defense of investment company in state administrative proceeding *
Defended investment company in state administrative proceeding. Negotiated the dismissal of client from proceeding without sanction. more
Negotiations and settlement on behalf of national retail broker-dealer *
Represented national retail broker-dealer in NASAA multi-state task force negotiations and global settlement with the states regarding the sale of more
Advised credit union on charter choices and capital alternatives
Advised Philadelphia-based credit union with respect to consideration of charter alternatives and opportunities to raise equity capital. more
Appeal of CRA Examination Rating
Advised a Maryland-based federal thrift on its appeal to the OTS of its CRA examination rating. more
Acquisition of nine trusts for HSH Nordbank AG *
Advised and represented HSH Nordbank AG in connection with the acquisition by nine trusts advised by J.C. Flowers & Co. of 26 percent of the more
Issuance of securities pursuant to the TARP Capital Purchase Program for Sandy Spring Bancorp, Inc.
Represented Sandy Spring Bancorp, Inc. in its issuance of preferred stock and warrants to purchase shares of its common stock through the U.S. more
Securities offering for a Pennsylvania bank pursuant to TARP
Represented a Pennsylvania bank in its issuance of preferred stock through the U.S. Treasury Department's TARP Capital Purchase Program. more
Represented financial institution in appeal of material supervisory determination
Represented Maryland-based financial institution in appeal to banking regulator of CAMELS ratings. more
Structuring acquisition of failing financial institution for private equity fund
Advised private equity fund in connection with its bid to acquire a failing financial institution. more
Issuance of securities under TARP for Monument Bank
Represent Monument Bank in issuance of $4.7 million of preferred stock under the U.S. Treasury's Troubled Asset Relief Program. more
Issuance of securities pursuant to the TARP Capital Purchase Program for Pulaski Financial Corp.
Represented Pulaski Financial Corp. in its issuance of preferred stock and warrants to purchase shares of its common stock through the U.S. Treasury more
Hedge fund structuring of acquisition of failing financial institution
Advised hedge fund on structuring a proposed acquisition of a failing financial institution. more
Formation of de novo bank with mutual holding company majority shareholder
Represented the organizers of Hampshire First Bank, including a mutual holding company that acquired a controlling interest in the bank, in more
Multidraw term loan facility for the Department of Treasury *
Represented the Department of Treasury in the $19.7 billion multidraw term loan facility provided to General Motors Corporation under TARP, which was  more
Formation of investment advisory subsidiary of bank holding company
Represented bank holding company in obtaining FRB regulatory approval of formation of a wholly-owned subsidiary to sponsor one or more funds to more
Counsel to Monroe Savings Bank SLA in connection with its charter conversion *
Counsel to Monroe Savings Bank SLA in connection with its conversion from a state to a federal charter. more
Formation of BlueRidge Bank
Represented the organizers of BlueRidge Bank in obtaining a bank charter from the Maryland Commissioner of Financial Institutions and federal deposit  more
General corporate counseling for Pulaski Financial Corp. *
Representing Pulaski Bank, a St. Louis-based financial institution, since 1994, our relationship includes two corporate reorganizations, three public  more Case Study
Issuance of securities pursuant to the TARP Capital Purchase Program for Fidelity Financial Corporation
Represented Fidelity Financial Corporation in its issuance of preferred stock through the U.S. Treasury Department's TARP Capital Purchase Program. more
Issuance of preferred stock under the Capital Purchase Program by F.N.B. Corporation *
Represented F.N.B. Corporation in the issuance and subsequent repayment of preferred stock issued to the Treasury Department under the Capital more
Sale of thrift subsidiary in bankruptcy
Represented savings and loan holding company on bank regulatory matters in connection with its sale of its thrift subsidiary as part of the more
Advised credit union on charter choices and capital alternatives
Advised New York-based credit union with respect to consideration of charter alternatives and opportunities to raise equity capital. more
Structuring acquisition of financial institution by private equity fund
Advised private equity fund in connection with its bid to acquire a failing financial institution by structuring a silo investment vehicle. more
Advised credit union on charter choices and capital alternatives
Advised Colorado-based credit union with respect to consideration of charter alternatives and opportunities to raise equity capital. more
Favorable ruling permitting volumetric payment production in New York for a major foreign banking organization *
Represented a major foreign banking organization in obtaining an interpretation from the New York State Banking Department that permitted the bank to  more
$54.8 million merger between Central Bancorp, Inc. and Independent Bank Corporation
Represented Central Bancorp, Inc. based in Somerville, MA in a $54.8M transaction with Independent Bank Corporation based in Rockland, MA. The firm more
Consolidation of New York branch assets for a European-based banking organization *
Represented a pan-European banking organization on the consolidation into its New York branch of the assets of the New York branch of its subsidiary more
Advised credit union directors on governance responsibilities
Advised the board of directors of a state-chartered credit union regarding the governance responsibilities of credit union directors, including with more
Formation of a Massachusetts de novo commercial bank
Advised the organizers of a Massachusetts commercial bank on formation of the bank and the related public offering to capitalize the bank. more
Employee benefits and executive compensation for a federal savings bank
Represented federal savings bank on executive compensation and employee benefits matters with regard to regulatory issues related to institutions more
Counsel to Conneaut Savings Bank in connection with its reorganization into the mutual holding company structure
Counsel to Conneaut Savings Bank in connection with its reorganization into a three-tier federal mutual holding company structure and the election by  more
Appeal of CRA Examination Rating
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. more
Regulatory enforcement advice for a federal savings bank
Advised a federal savings bank on regulatory enforcement matters. more
Holding company reorganization of a Pennsylvania bank
Reorganized a Pennsylvania commercial bank into the bank holding company structure. more
Issuance of securities under TARP Capital Purchase Program for a Maryland bank holding company
Represented a Maryland bank holding company in its issuance of securities under the TARP Capital Purchase Program. more
Representation of community bank and bank president in FDIC investigation
Successfully represented bank and bank president in connection with an FDIC investigation arising out of the high profile failure of a community bank. more
Issuance of securities pursuant to the TARP Capital Purchase Program for Provident Bankshares Corp.
Represented Provident Bankshares Corporation in one of the earliest completed TARP transactions, the  issuance of $151.0 million of  preferred stock more
Preferred securities issuance pursuant to TARP
Represented Maryland financial institution in issuance of preferred securities pursuant to the U.S. Treasury's Troubled Asset Relief Program. more
Acquisition of a controlling interest in a bank holding company for a private equity group
Represented a private equity group in the acquisition of a controlling interest in a South Carolina bank holding company. more
Issuance of securities pursuant to the TARP Capital Purchase Program for Community Financial Shares, Inc.
Represented Community Financial Shares, Inc. in its issuance of preferred stock and warrants to purchase shares of its common stock through the U.S. more
Represented a financial institution in responding to a government investigation
Represented a financial institution in a supervisory investigation conducted by the OCC involving document production, depositions and various more
Litigation for life insurance company *
Successfully represented a life insurance company in dispute with a state insurance department. The state insurance department refused a transfer of more
Regulatory advice for major participants in the secondary mortgage market *
Advised major participants in the secondary mortgage market on the effect of an FDIC receivership or conservatorship on mortgage servicing and the more
Formation of a de novo thrift institution by an insurance holding company and trade association
Formation of a de novo thrift institution by an insurance holding company and trade association. more
Formation of a de novo federal thrift
Advised the organizers of a federal thrift and savings and loan holding company on formation of the thrift and the related public offering to more
Regulatory approvals related to formation of Mizuho Financial Group Inc. *
Represented Mizuho Financial Group, Inc. in obtaining U.S. federal and state regulatory approvals related to the formation of a top-tier holding more
Private placement by savings and loan holding company
Represented Maryland-based savings and loan holding company in private placement of common stock. more
Establishment for U.S. subsidiaries for HSH Nordbank AG *
Advised and represented HSH Nordbank AG in connection with the planning and regulatory approval process to establish a U.S. broker-dealer subsidiary,  more
Exchange offering of TARP securities
Represented a commercial bank in its exchange of TARP securities in connection with its bank holding company reorganization.  This was the first more
$51.2 million merger between Jefferson Bancshares, Inc. and HomeTrust Bancshares, Inc.
Represented Jefferson Bancshares, Inc. based in Morristown, TN in a merger with HomeTrust Bancshares, Inc. based in Asheville, NC. The firm counseled  more
Defense of enforcement action against a federal branch of a foreign bank *
Represented a federal branch of a foreign bank in an enforcement proceeding under the Bank Secrecy Act brought by the Office of the Comptroller of more
Formation of a Pennsylvania de novo commercial bank
Assisted with the formation of Pennsylvania de novo commercial bank and related $10 million public offering to capitalize the bank. more
Issuance of securities in the TARP Capital Purchase Program by Central Bancorp Inc.
Represented Central Bancorp Inc. in its issuance of $10.0 million of preferred stock and warrants to purchase shares of its common stock through its more
Formation of a de novo thrift institution and related public offering
Formation of a Florida-based de novo thrift institution and related public offering to raise start-up capital. more
Regulatory advice for a private equity firm on an investment in a community bank *
Advised and represented an investor in a community bank on the regulatory issues associated with the purchase of shares, including control and more

*Experience gained by attorney prior to joining Kilpatrick Townsend

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Financial Institutions Regulation

Experience Highlights

Formation and capitalization of a North Carolina commercial bank
Represented the organizers of a de novo North Carolina bank, which specializes in lending to venture capital-backed businesses, in obtaining a more
Represented financial institution in fair lending investigation
Advised a federally-chartered financial institution in connection with a fair lending investigation initiated by the OCC and referred to the more
Acquisition of a troubled financial institution
Advised a private equity group in connection with its acquisition of a troubled financial institution and related tender offer for trust preferred more
Internal investigation for board of directors of large community bank
Conducted internal corporate/regulatory investigation for the board of directors of a large New Jersey community bank involving whistle-blower more

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