Chris Gattuso is the leader of the Financial Institutions Team. She 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, enforcement, 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, Federal Reserve Board, and the Consumer Financial Protection Bureau.
Ms. Gattuso 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. She also 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.
Ms. Gattuso has published articles and spoken at various conferences and seminars on corporate governance, mergers and acquisitions, financial institutions law and regulation, cybersecurity, mobile financial services, bank examination and enforcement, and fair lending.
Ms. Gattuso was recognized in 2020 and the six years immediately preceding as a 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 and 2019 for Financial Services Regulation Law.
Represented Grasshopper Bank, N.A., a de novo national bank that will fully utilize digital banking to serve innovation economy companies and venture capital firms in New York and other major US innovation economy centers, in obtaining a national bank charter and in connection with its $116 million private placement offering to capitalize the Bank.
Represent Columbia Financial, Inc. in connection with its public minority stock offering of up to $453.5 million (Pending).
Represented underwriter, Sandler O'Neill + Partners, L.P., in an $80.0 million debt offering by Bridge Bancorp, Inc.
Represented Square 1 Financial, Inc. in connection with its $104.0 million IPO and represented certain selling shareholders that sold into the IPO.
Represented Square 1 Financial, Inc. in its private placement of trust preferred securities and several private placements of common stock.
Represented underwriter, Sander O’Neill + Partners, L.P., in a $115.0 million debt offering by Dime Community Banchares, Inc.
Represented underwriter, Sandler O'Neill + Partners, L.P., in an $100.0 million debt offering by Customers Bancorp, Inc.
Represented underwriter, Sandler O’Neill + Partners, L.P., in the $34.5 million common stock offering by Investar Holding Corporation.
Represented underwriter, Sandler O'Neill + Partners, L.P., in an $18.6 million debt offering by Investar Holding Corporation.
Represented underwriter, Sandler O’Neill + Partners, L.P., in the $40.0 million common stock offering by Financial Institutions, Inc.
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 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.
Represent the organizers of a de novo New York bank, which will specialize in lending to venture-backed business, in connection with its charter application and capitalization raise (Pending).
Represented the organizers of a de novo North Carolina bank, which specialized in lending to venture capital-backed businesses, in obtaining a charter and raising $100.0 million of initial capital in a private placement, in one of the largest de novo bank formations at the time.
Represented the organizers of a Pennsylvania de novo bank focused on lending to small businesses within its local community, in connection with its charter application and initial capitalization.
Represented Franklin Financial Corporation in connection with its acquisition by TowneBank in a $275.0 million all-stock transaction.
Served as counsel to Eureka Financial Corp. in its $35.0 million merger with NexTier Bank, N.A.
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 Bonneville Bancorp and its banking subsidiary, Bonneville Bank, in connection with its acquisition by Green Dot 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.
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.
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.
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 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.
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 a financial institution in a supervisory investigation conducted by the OCC involving document production, depositions and various related matters.
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.
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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University of Baltimore School of Law, J.D. (1983)
King's College, B.S. (1979)
District of Columbia
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, 2016-2018)
Leadership Greater Washington, Class of 2010
Selection Committee, Board Leadership Award, Center for Nonprofit Advancement, Member (2011-2016)
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