Financial Services Regulations
- Holland & Knight's Financial Services Regulatory Team provides compliance and regulatory advice regarding state and federal financial services issues to banks, international agencies and branches of foreign banks, broker-dealers, registered investment advisors, mortgage banks, loan servicers, investment banks, debt collectors, retailers, auto finance companies, credit card issuers, "FinTech" industry members and money transmitters.
- Our Financial Services Regulatory Team also advises regulated financial institutions on federal and state regulatory issues involving prudential safety and soundness concerns, including strategic transactions, capital maintenance, affiliate transactions, permissible activities and related governance matters.
- Our attorneys have extensive experience with and a deep understanding of the Truth in Lending Act, Real Estate Settlement Procedures Act, Consumer Leasing Act, Fair Housing Act, Military Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Home Mortgage Disclosure Act, Bank Secrecy Act, Fair Debt Collection Practices Act, Consumer Financial Protection Act, the complex rules and regulations of the Office of Foreign Assets Control (OFAC), the Bank Holding Company Act, the Home Owners Loan Act, the Community Reinvestment Act, and other federal and state laws and regulations that govern consumer credit and bank deposits.
- Our team represents financial services clients in government enforcement actions and hearings, civil and criminal court matters and internal investigations.
One word – experience – sums up why some of the biggest financial institutions in the United States turn to Holland & Knight's Financial Services Regulatory Team. Our deep experience with the laws and regulations that govern financial institutions and financial services companies helps us keep our clients out of trouble. When problems do arise, we have the contacts and deep experience – including litigating all the way through hearings or trials, if necessary – to protect our clients' interests.
Our team includes lawyers throughout the country, including New York, Massachusetts, Washington, D.C., Florida, Texas, California, Colorado, Illinois and the mid-Atlantic states.
The team is distinguished by the scope of services it provides as well as its geographic reach. Financial services increasingly stretch not only across state lines but also national boundaries. Our attorneys have guided clients through the regulatory regimes of more than 100 jurisdictions worldwide, including the European Union and nearly every nation in Latin America. Our Cuba Action Team closely monitors developments in that nation and is poised to guide clients in offering financial services in that market if those opportunities become available.
The team regularly interacts with various state and federal regulators, including the Board of Governors of the Federal Reserve System (FRB), the U.S. Department of the Treasury's Office of the Comptroller of the Currency (OCC), Federal Deposit Insurance Corporation (FDIC), Office of Foreign Assets Control (OFAC), Consumer Financial Protection Bureau (CFPB), Federal Trade Commission (FTC), U.S. Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), U.S. Department of Housing and Urban Development (HUD) and the Federal Housing Administration (FHA), as well as many state banking and financial services regulators and attorneys general.
We Handle All Aspects of Your Regulatory Needs
Holland & Knight's Financial Services Regulatory Team provides advice and counsel to financial services clients in a multitude of ways, including:
- performing multistate surveys of state laws and regulations regarding specific issues
- structuring new products and services to maximize client goals while minimizing compliance burdens and risks
- proactively and collaboratively engaging federal and state regulatory agencies when dealing with complex or novel issues
- reviewing and revising document packages regarding new and existing financial services products and services for compliance with federal and applicable state laws
- performing due diligence compliance reviews on loans and loan pools
- developing and/or revising financial institutions' policies and procedures for compliance with applicable federal and state laws
- drafting opinions and memoranda addressing specific compliance issues raised by our clients
- conducting mock audits of client operations and/or loan files
- conducting self-testing of client operations under privilege
- drafting documents for use by clients in one or more jurisdictions, including nationwide
- providing advice to clients in dealing with state and federal examination and enforcement issues, as well as interacting on our clients' behalf with federal and state regulators
- assessing compliance risks for potential buyers of – or investors in –financial services companies
- reviewing SEC filings for bank holding companies and banks
- representing federal and state-chartered banks in merger transactions before the Federal Reserve, OCC, FDIC and state bank regulators
- developing innovative capital instruments and representing financially distressed financial institutions before their federal and state regulators
- advising cryptocurrency companies in developing business plans and advocating before state regulators to avoid regulation under state money transmission licensure laws
- advising clients on compliance with the mortgage lending and servicing regulations issued by the CFPB
- advising banks on compliance with federal regulators' guidelines on third-party/vendor relationships, including the development of vendor management policies, contracting issues and ongoing monitoring obligations
- assisting in all aspects of regulatory examinations and authorizations administered by select non-U.S. regulators, including the United Kingdom's Financial Conduct Authority and the Securities and Futures Commission of Hong Kong
- providing general consultation and advice on the Bank Secrecy Act (BSA), anti-money laundering (AML) compliance, and OFAC laws and regulations
- assisting in the development of BSA/AML/OFAC compliance programs, including policies and procedures and systems
- assisting in respect to BSA/AML/OFAC examinations and responses to regulators
- supervising and coordinating internal due diligence, including look-back and/or forensic reviews
- representing financial institutions in informal and formal regulatory enforcement actions, such as Memorandums of Understanding (MOU) and Cease and Desist Orders
- negotiating, drafting and preparing AML, anti-corruption and OFAC-related representations, warranties and covenants in loan documentation (including loan syndication documentation)
- supervising and coordinating third-party service providers and/or outside consultants in the completion of BSA/AML risk assessments and audits
- providing general, functional and targeted training to financial institution employees, compliance staff, management and directors
- providing advice and counsel to directors and officers regarding their responsibility and liability in BSA/AML/OFAC matters
- providing legal opinions on BSA/AML/OFAC issues
- advising and counsel financial institutions regarding potential civil money penalties, fines and forfeitures
- providing defense for civil and criminal forfeiture actions and money laundering criminal prosecutions before administrative or judicial bodies
- advising on the legal, regulatory and compliance implications of broker and dealer activities, including legal and compliance counseling related to SEC and FINRA rules
- advising broker-dealers with respect to regulatory inquiries and enforcement matters before FINRA and the SEC, including Wells submissions
In addition, we have:
- helped a large telecommunications company develop and implement a nationwide financing program for the sale of its devices to consumers and small businesses
- advised a regional bank in connection with the design and launch of an online consumer loan product
- advised a regional bank in connection with the bank's sale of more than $400 million of restructured mortgage loans
Innovative and Proactive Counselors
Attorneys on our team pride themselves on working with our financial services clients on developing innovative products and services to enable our clients to maintain their competitive advantages in highly competitive industries. We draw upon a multidisciplinary team across our firm to work alongside C-level executives, boards of directors and other third-party advisors in examining strategic business opportunities, innovative capital structures, protection of intellectual property, and human capital, customer development and retention matters, among other areas. We understand our clients' business models and proactively partner with our clients to effectively navigate and balance both the regulatory and competitive commercial environments in which they operate, producing effective results for our clients and their stakeholders.
Attorneys on our team have resolved matters before all federal and state financial enforcement agencies, including the CFPB. Although the CFPB has been in flux, it continues to pose formidable regulatory hurdles, and our attorneys frequently assist clients with compliance issues. Like all regulatory agencies, the CFPB sees priorities change with each new administration, and our lawyers are the eyes and ears at these agencies for our clients, alerting them to opportunities and challenges that develop as regulatory policies shift.
Financial Services Litigation
Our lawyers represent national and multinational financial services companies in complex, bet-the-company and putative class action lawsuits, as well as in individual lawsuits initiated by consumers and administrative or court enforcement proceedings brought by government agencies, such as the CFPB, SEC, FINRA, FTC and the U.S. Department of Justice (DOJ). Our team works closely with more than 70 attorneys on Holland & Knight's Financial Services Litigation Team, which includes former federal and state prosecutors and counsel in financial services regulatory agencies. While we do not shy away from aggressively representing clients in litigation, our focus is always on finding the most efficient way for our clients to achieve their business objectives and manage risks.
For example, we:
- won a summary judgment for a mortgage lender in claims related to negative amortization loans
- won a dismissal of claims for a national bank accused of the forced placement of insurance
- obtained dismissal of a suit against a debt collector alleging violation of the Fair Debt Collection Practices Act
At Your Side in Investigations
We guide financial services companies through investigations by the CFPB, FTC, Treasury Department, SEC, DOJ and related state agencies with the goals of fast resolution and minimal penalties. Members of our team have experience as in-house counsel to financial services regulatory agencies, and that familiarity lends us insight into the investigation and enforcement process. One of our attorneys has successfully defended companies and individuals in more than 50 government investigations, with many of those matters closed.
The practice frequently negotiates outcomes and may mitigate penalties through such compromise protocols as memorandums of understanding. Our attorneys help clients maneuver successfully through investigations focusing on allegations of financial crimes such as money laundering, bribery, violations of rules on the promotion of financial products, insider trading, corporate governance and individual conduct of malfeasance. We also supervise and coordinate due diligence, including look-back and forensic reviews.
The following are representative of the hundreds of investigation matters our attorneys handle for clients every year:
- defended multiple companies, including banks, debt collection companies and others, in CFPB investigations that subsequently were closed
- defended a payments processor and debt collector in an investigation by the New York City Department of Consumer Affairs
- represented a major financial institution in an enforcement action involving the CFPB regarding alleged unfair, deceptive or abusive acts or practices
- represented private equity investors in defending against bank regulatory enforcement actions related to the failure to file notices of change in control before acquiring controlling interests in depository institutions or bank holding companies
- represented a former senior executive of a major bank in defense of a federal regulatory enforcement action involving the OCC, resulting in the OCC clearing the client of all charges
- represented a nonbank mortgage lender in a HUD investigation based on allegations of disparate impact discrimination
- defended a major debt collection company in a CFPB investigation involving allegations of deceptive, unfair and abusive business practices
- defended mortgage lenders in separate FTC investigations relating to their submission of data required by the Home Mortgage Disclosure Act (HMDA)
Bank Secrecy Act, Anti-Money Laundering and the OFAC
Our team has significant experience advising financial institutions with the complex rules and regulations of the OFAC, as well as laws such as the Money Laundering Control Act, the Foreign Corrupt Practices Act and the Bank Secrecy Act. Companies have asked us to advise them on establishing AML compliance programs, customer identification protocols and other customer due diligence requirements, as well as to offer legal opinions and compliance assessments.
Our attorneys are well-versed in AML, include several who frequently speak at the Florida International Bankers Association's annual Anti-Money Laundering Compliance Conference, the ABA/ABA Money Laundering Enforcement Conference in Washington, D.C., and the AML & Financial Crime Conference – Asia Pacific in Singapore. A number of our attorneys are respected internationally for their knowledge of blockchain technology, and have advised financial services and other companies on compliance in this relatively uncharted area of currency innovation where states and the federal government sometimes have conflicting regulatory requirements.
We provide advice to directors and officers regarding their responsibilities and liability exposure under the Bank Secrecy Act, OFAC and the Money Laundering Control Act. We also conduct AML assessments. Reports generated by these investigations may be shielded by attorney-client privilege and sometimes can be used to self-report, enabling a company to avoid potentially harsher penalties from regulatory authorities.
Privacy and Data Security
A differentiator for Holland & Knight's Financial Services Regulatory Team is the length and scope of our lawyers' experience. Chambers ranks the co-chair of our team as a "senior statesperson." Our other co-chair has significant experience with matters involving BSA/AML/OFAC, represents FIBA on the U.S. Treasury Department's Bank Secrecy Act Advisory Group (BSAAG) and is based in our Miami office. One of our attorneys is the former deputy commissioner of the New Jersey Department of Banking, the former editor of Pratt's Mortgage Compliance Letter and, along with a second member of our team, has been inducted as a Fellow in the American College of Consumer Financial Lawyers. Another key member of the team is a former senior enforcement attorney with the OCC and co-editor of the ABA's Banking Law Committee Journal.
Our roster also includes:
- a former general counsel to the Florida Comptroller's Office and the Florida Department of Banking and Finance, a predecessor agency to the Office of Financial Regulation, who helped develop the agency's policies on banking and mortgage lending
- a former director of the FTC's Southeast Regional office who supervised many of the enforcement, investigative, litigation and outreach activities of the Competition and Consumer Protection bureaus of the agency
- a thought leader on blockchain and distributed ledger technology and co-author of the book, The Blockchain: A Guide for Legal and Business Professionals
- a former staff attorney in the Enforcement Division of the SEC's New York Regional Office
- a former DOJ staff attorney who served as counsel to the Senate Judiciary Committee