The fundamental nature of financial markets is cyclical. And even during “up” markets, complex regulatory risk and the ever-present threat of lawsuits involving customers, competitors, or government agencies is a defining feature of financial services.
Our financial services team is a strategic partner for each segment of the sector through every part of the business cycle. We deploy the firm’s impressive talent and experience to help clients move past crisis to focus on new growth and opportunity.
Every day, our lawyers work across borders and across disciplines to help clients seize competitive advantages from the accelerating globalization of financial services.
Our full-service, global team combines winning legal and business strategies across the entire sector. Our lawyers routinely provide regulatory guidance to banks, broker-dealers, funds, insurance companies, and other financial institutions worldwide; advise on the acquisition and disposition of financial institutions; assist underwriters of securities offerings; counsel financial advisory firms on mergers and acquisitions; represent financial institutions in structured finance transactions and commercial lending; handle complex litigation and international disputes; and efficiently and effectively resolve government investigations and enforcement actions which result from the ever-expanding regulatory environment in the sector. When needed, we mobilize quickly and assemble a fully scalable team, whether the issue is one of a threatened injunction, respond to government regulators, perform internal investigations, or assisting our clients in crisis management. We develop and defend sophisticated financial products, services, and business methods involving intellectual property (IP), and also assist with labor, employment, benefits, income compensation plans, and executive compensation. We also have an experienced team dedicated to mitigate and remediate the risks of a data breach.
Through our investment management, transactions, corporate, finance, tax, and regulatory practices, the firm counsels clients at the forefront of the trillion-dollar private fund sector. We are a leader in structuring sophisticated alternative investment vehicles and strategically advising pension funds and other investors. We are also leaders in representing institutional investors in private placement financing transactions, including institutional private placement debt issuance, structured finance and securitization transactions, mezzanine finance, and project finance. Our highly ranked structured transaction team routinely represents investment funds and financial institutions in the development of innovative liquidity vehicles as well as the acquisition and disposition of financial companies and assets.
Our financial services litigators are dedicated to representing many of the nation’s largest financial institutions in high-stakes litigation and government regulatory matters and investigations. In the wake of the recent financial services and housing crisis we have been at the forefront of trend-setting lawsuits and investigations of critical importance to the financial services industry—from class actions and commercial litigation to securities enforcement matters, whistleblower/qui tam issues, business methods patent matters, white collar issues, labor and employment (individual and class action) matters, noncompete agreements, and government regulatory matters and investigations. Our matters span many jurisdictions, including state and federal trial and appellate courts. And with our deep bench of former Department of Justice (DOJ), US Securities and Exchange Commission (SEC), Internal Revenue Service (IRS), Financial Industry Regulatory Authority (FINRA), and Commodity Futures Trading Commission (CFTC) lawyers, our strong multioffice, litigation, enforcement, and investigations team is situated to shape the dynamic enforcement landscape on a global scale. This experience equips us to defend our various financial services clients—domestic banks, foreign banks, asset managers, broker-dealers, and tax firms—in every forum.
Morgan Lewis is a trusted full-service advisor to some of the world’s largest commercial, investment, and retail banking institutions and diversified bank holding companies across the spectrum of their transactional, dispute, regulatory, and enforcement needs. Our experience involves us in both strategic and day-to-day operations involving banks’ corporate, governance, and management/supervisory structures, and a portfolio of financial products and services that range from traditional banking to insurance, fiduciary, brokerage, and asset management and administration.
Our financial services litigators offer global reach, deep and diverse industry experience, a winning track record, and unmatched client service. We have defended large and complex claims, both domestically and internationally. Our litigators also regularly coordinate with other members of our financial services practice so that we are best positioned to represent our financial institution clients in the current challenging litigation environment. And our award-winning class action practice has secured numerous victories for financial services clients, including in some of the most notorious antidefendant jurisdictions.
As multistate and international employers with major human capital needs and liabilities, our banking clients also benefit from the experience of the firm’s market-leading traditional labor, employment, benefits, and complex employment litigation practices. We have achieved notable successes in defending wage-and-hour class actions that have plagued the industry.
The firm’s regulatory and enforcement practice focuses on the intersection of the banking, securities and asset management, and insurance regulatory regimes. We routinely deal with major banks and financial regulatory agencies. These include, in the United States, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corp. (FDIC), the Consumer Financial Protection Bureau (CFPB), and other key federal and state financial regulatory agencies; and the Financial Conduct Authority in the United Kingdom. Powered by more than 200 regulatory, litigation, enforcement, and securities lawyers—many with backgrounds at the SEC, DOJ, IRS, CFTC, OCC, and FINRA—our team counsels and represents many of banking’s global household names on industry-specific regulations and enforcement actions. These encompass federal deposit insurance coverage, CRA obligations, customer financial privacy rules, margin lending activities, deposit reserve requirements, and securities broker-dealer activities—as well as antitying, affiliate transactions, single borrower limits, management interlocks, and insider activities with regard to banks’ corporate and institutional businesses. Our enforcement team, which includes former high-ranking officials from the SEC, DOJ, IRS, CFTC, OCC, and FINRA, represents banks at all phases of investigations and enforcement actions.
The firm also provides regulatory counsel to major industry organizations like the Bank Insurance and Securities Association, Investment Company Institute (ICI), and the Securities Industry and Financial Markets Association (SIFMA).
Morgan Lewis lawyers also counsel and represent banks on their prudential regulation matters and Basel Committee and US capital and liquidity requirements; Volcker Rule, CFPB, and other Dodd-Frank issues; and derivatives matters. We are among the few firms with direct, recent experience interacting with federal and state regulators on matters involving consumer lending, credit card, and debt collection practices. And in the burgeoning arena of consumer privacy and data breach enforcement and litigation, Morgan Lewis represents clients on Telephone Communications Privacy Act matters and on privacy issues related to payment cards and the implementation of Gramm-Leach-Bliley Act policies and compliance procedures.
Morgan Lewis represents many of the largest financial services firms in the United States and around the world, as well as some of the most important investment managers, private investment funds, broker-dealers, corporate trustees, auditors, accounting firms, and insurance companies in all aspects of litigation and dispute resolution. We have litigated matters implicating virtually every aspect of the financial services industry, including complex class actions and consumer litigation, international arbitration, white collar matters, securities law and regulation, IP, and sophisticated commercial disputes unique to the financial services industry. These include claims arising from financings, mortgages, and other instruments; breach-of-contract claims; trust indentures; mergers and acquisitions; indemnity and insurance agreements; bankruptcy issues including lender-liability cases; wage and hour; and other transactions and products.
We are recognized as one of the top firms in the country for our defense of class actions. We have litigated claims under virtually every federal consumer protection statute in federal and state courts, litigated the application of alternative-dispute-resolution clauses to class actions, and won significant victories both in the trial and appellate courts. We pride ourselves on achieving effective and efficient solutions, ranging from convincing our opponent to drop the lawsuit before motion practice, winning on a motion to dismiss, compelling individual arbitration, or defeating class certification at an early stage. We have also obtained innovative settlement structures for our clients when settlement is the best option.
Our lawyers regularly represent clients as plaintiffs or defendants in commercial disputes ranging from high-dollar bet-the-company cases to other disputes with counterparties that are the inevitable result of running a large enterprise. A significant component of our litigation portfolio consists of breach-of-contract disputes between businesses and representation of creditors of all types in avoidance action litigation, including preference, fraudulent conveyance, and other lender-liability actions.
Our global securities team helps banks and bank holding companies comply with all requirements as issuers of their own debt and equity securities, and as participants in the full range of corporate finance and public markets and trading activities. In addition to directly representing banks, our securities practice represents dozens of mutual funds and closed-end funds, comprising hundreds of investment portfolios, sponsored and advised by some of the world’s largest banks. We also serve as counsel to the independent directors/trustees of several fund complexes. Our lawyers counsel clients on the corporate and securities laws of each jurisdiction and country in which Morgan Lewis maintains an office (including the European Union).
Morgan Lewis lawyers represent banks’ securities interests before all major financial regulatory agencies, including the CFPB, OCC, FRB, UK Financial Conduct Authority (FCA), SEC, DOJ, CFTC, FINRA, and CBOE—and before key state agencies—on application, interpretive, supervisory, and compliance matters, as well as in formal and informal administrative enforcement actions.
Morgan Lewis is unique in the number of billion-dollar, cutting-edge transactions we structure for banking industry clients. Throughout the process, our lawyers work across offices and disciplines to maximize each client’s business objectives within the context of federal, state, and international regulatory and compliance issues—as well as the client’s organizational culture and history. We understand how all of these issues affect valuation, and we vet all related liabilities before fixing the terms of the transaction and designing the optimal pathway to necessary regulatory approvals and cultural buy-in.
Our clients’ mergers and acquisitions, divestitures and related reductions in force also benefit from the experience of our corporate, labor, employment and benefits, executive compensation, government contracts, and IP lawyers. Our tax team advises banks on transactional tax consequences, as well as on structuring and evaluating derivative contracts and other financial products, and on compliance with Foreign Bank and Financial Account Reporting (FBAR) and Foreign Account Tax Compliance Act (FATCA) requirements. We also frequently take on EU tax law assignments for both US and European companies—providing advice on corporate income tax, value-added tax (VAT) issues, excise duties, and capital duties.
Our finance and restructuring practice includes nearly 80 lawyers across the firm’s offices, both in the United States and around the world. Our experience in virtually all types of financings worldwide enables us to design new and adaptable deal structures. We handle traditional bank, project, and structured financings; real estate financings; securitization transactions; derivatives; private placements, debt, and equity securities offerings; ESOP financings; workouts and bankruptcies; cross-border insolvencies; multinational restructurings; and purchases of assets from bankruptcy estates and foreclosure sales. Clients include banks, companies, funds, insurance companies, development finance institutions, and sovereigns.
We represent financial institutions and their corporate clients in acquisition finance across a variety of industry sectors, including senior, mezzanine, first- and second-lien, bridge, leveraged buy-out, and private equity financings; high-yield debt issuances; and securitizations and sale-leaseback transactions.
Within the global structured finance and capital markets, our team has been extensively called upon to assist with issues related to the recent global capital markets crisis. We are key players in structured markets, and have been since their inception. In fact, since 2002 our lawyers have advised on more than 7,000 deals with a combined value of more than $3 trillion. Our practice in this area encompasses the issuance of public and private asset-backed and mortgage-backed securities, asset-backed commercial paper programs, and other privately structured transactions, such as whole-loan trades and portfolio sales and acquisitions. We also advise clients on the full range of equity and debt securities transactions, including eurobond offerings by corporations and sovereigns, medium-term note programs, high-yield debt offerings, convertible and exchangeable bond offerings, initial public offerings (IPOs), global depositary receipt (GDR) and American depositary receipt (ADR) programs, and offerings of Sukuk (Islamic bonds). Our transactions include Rule 144A and Regulation S offerings, US SEC–registered offerings, debt and equity private placements, secondary and follow-on offerings, and liability management exercises. And, our lawyers have advised clients through hundreds of transactions on the many difficult issues confronting even the most sophisticated issuers, underwriters, conduit programs, and financial institutions.
In the derivatives arena, Morgan Lewis advises and counsels banking clients around the globe on a wide variety of issues with respect to all categories of over-the-counter and exchange-traded derivatives, including equity, debt, credit, commodity, interest rate, currency, and weather derivatives. Our lawyers are particularly active in using derivatives to aid clients in hedging risks, monetizing assets, and acquiring and financing the acquisition of assets on favorable terms (both with and without the benefit of leverage), including the financing of equity and debt repurchase programs of issuers.
In addition to counseling on stand-alone derivative products, we advise on all aspects of insolvency and counterparty risk associated with derivative products and trading relationships, and assist clients in mitigating those risks. In the event a counterparty becomes insolvent, we are able to litigate matters in bankruptcy court as appropriate.
Whether the client is an end-user or a creator and marketer of a derivative product, our team has the transactional and regulatory insight necessary to structure, document, and facilitate a trade within the time constraints mandated by these market-sensitive instruments.
Through our investment management, transactions, corporate, finance, tax, litigation, and regulatory practices, the firm stands at the center of the trillion-dollar private fund industry. We are leaders in structuring sophisticated alternative investment vehicles and strategically advising pension funds and other public and private investors in this sector globally. We represent more than 780 private equity, venture capital, mutual, and hedge funds and have been ranked the #1 business development company in the United States by assets.
Working from offices in the United States, the UK, Dubai, Germany, and Asia, our investment management team includes more than 40 former officials from the SEC, IRS, FINRA, and other oversight bodies. Our practitioners draw on this experience to counsel clients on making investments and staying compliant at a time when private funds are under heightened regulatory and investor scrutiny.
Morgan Lewis represents all types of onshore and offshore private investment funds, including credit/distressed credit funds, private equity funds, mezzanine funds, funds of funds, secondary funds, infrastructure funds, real estate funds, cleantech funds, venture capital funds, master-feeder funds, hedge funds, activist funds, and corporate governance funds. We advise our fund formation clients on all aspects of fund organization, including lead and incubation investment negotiations, domicile selection, exemption from registration, fee and compensation structures, and maintaining compliance with complex local and international regulations.
Our counsel extends through all stages of investment, encompassing transactions in global equity and fixed-income markets, derivatives, leveraged acquisitions and recapitalizations, tender offers, going-private transactions, management buyouts, public offerings, and seed, early-stage, and growth-stage venture and mezzanine financing.
More than 150 lawyers constitute one of the most comprehensive private fund legal teams in the world, including a practice representing institutional investors that leads the market, based on our lawyers’ wide-ranging skills, top-tier contacts and experience, and fund volume and size. We serve many of the world’s top public and private alternative investors because they trust us to skillfully assess the legal issues and market terms for virtually every type of fund or direct investment, public or private, as well as contractual arrangements with intermediaries.
Our institutional investor representations encompass banks and other institutional investors in private placement financing transactions, including institutional private placement debt issuance; structured, mezzanine, and project finance; and securitization transactions.
Our lawyers routinely provide full-spectrum regulatory advice to institutional creditors and corporate and private borrowers, and assist with executive compensation, IP and noncompete agreements, and data privacy concerns—as well as manage complex litigation and international disputes in this area.
Offering a powerful mix of sophisticated “Wall Street savvy” and veteran regulatory know-how, our global securities enforcement and white collar practice is one of the largest and most sophisticated in the United States. Our practice combines the experience of more than 150 lawyers in our US offices alone, more than 25 of whom joined us after distinguished careers at the DOJ, US Attorney’s Offices, and the SEC, many in senior positions (including a former Chief Litigation Counsel for the SEC’s Division of Enforcement, a former Chief Counsel to the SEC’s Chief Accountant, a former supervisor from the US Attorney’s Office for the Eastern District of New York, a former prosecutor from the US Attorney’s Office for the Southern District of New York’s Securities and Commodities Fraud Unit, and other former DOJ prosecutors. Others deploy their experience from former posts at FINRA, the CFTC, and in-house legal departments.
Our team includes veteran litigation, enforcement, and regulatory lawyers who help our clients comply with all requirements as issuers of their own debt and equity securities, and as participants in a full range of corporate finance and public markets and trading activities. In the private funds sector, we assist hedge funds and other private investment vehicles with new Dodd-Frank registration and other requirements. We counsel clients in avoiding potential violations of law, performing internal investigations, and avoiding government action. Should an enforcement action be filed, however, our trial-experienced team works closely in defending our clients vigorously. Because our team includes former federal securities fraud prosecutors and senior SEC enforcement attorneys and supervisors, we have the experience and credibility to assist clients at every stage of a criminal or civil securities/commodities enforcement action. To this end, our former prosecutors and enforcement attorneys are well positioned to defend any type of federal securities or commodities fraud action brought against our financial services clients, and we have represented clients ably in every major enforcement area over the last decade.
Our lawyers regularly represent investment banks, broker-dealers, investment advisers, and other financial institutions and their employees in SEC, DOJ, FINRA, CFTC, state securities, self-regulatory organization (SRO) examinations, and other international regulatory agency investigations and proceedings, including those brought by the FCA and Serious Fraud Office (SFO). From recent regulatory enforcement priorities such as insider trading, high-frequency trading, financial crisis investigations, the Foreign Corrupt Practices Act (FCPA), Bank Secrecy Act/AML violations, accounting fraud, and hedge fund collapses to some of the most significant matters over the last decade, such as auction rate securities, market timing, RMBS, LIBOR, FX, late trading, IPO allocation, and Wall Street research, our securities enforcement and white collar defense lawyers have been at the center of every major initiative affecting the financial services sector. Our experienced lawyers also continuously assess the horizon and counsel clients on new areas of focus, including, most recently, the DOJ’s usage of the False Claims Act and FIRREA against financial institutions, the CFTC’s expanded powers in swap enforcement, the DOJ’s and SEC’s increased emphasis on FCPA violations, and the government’s focus on burgeoning areas of market manipulation.
We regularly counsel and defend clients in relation to allegations of insider trading, financial/securities fraud, whistleblower/cyber security claims, money laundering, issuer disclosure and reporting violations, municipal securities–related violations, and False Claims Act, FIRREA, Sarbanes-Oxley and FCPA violations. In addition, we represent companies in private shareholder and derivative actions and have conducted internal and special investigations covering accounting, disclosure, insider trading, and other matters on behalf of audit and specially formed board committees of issuing companies.
Morgan Lewis counts among its securities enforcement and white collar practice clients many A-list global investment banking and brokerage firms, investment advisers and mutual fund organizations—and their senior executives—including more than half of the largest 100 US securities firms listed by Institutional Investor. The firm’s global investment management practice intersects with our securities enforcement and white collar practices in a client portfolio that includes more than 780 venture capital, private equity; hedge and mutual funds; banks and trust companies; insurance companies; pension consultants; accounting firms; trade associations; transfer agents; and other businesses in the investment management sector.
We also represent several top market centers—both domestic and foreign—including national securities exchanges, clearing agencies, alternative trading systems, and dark pools. Our securities enforcement and white collar team likewise serves as counsel to all major industry associations, including SIFMA, ICI, Managed Funds Association, Money Management Institute, and Bank Insurance & Securities Association.
Our signature broker-dealer compliance and counseling, enforcement, and litigation practice spans the spectrum of broker-dealer trading and markets, including institutional clients and retail or "private client" brokerage and investment advisory businesses.
We routinely represent most of the top US broker-dealers and securities firms, money managers, and public companies—and a broad universe of other broker-dealers and money managers and their employees—in governmental, SRO, and state securities commission investigations and disciplinary proceedings. Our lawyers also conduct internal investigations and counsel broker-dealers on regulatory and compliance issues, including the development and implementation of written compliance and supervisory policies, procedures, and practices. And with our international depth and experience, we are able to counsel broker-dealer clients on all aspects of their businesses and in a variety of jurisdictions in which they operate.
Likewise, our securities lawyers are often tapped to act as pool counsel for individual brokers and traders, most recently in connection with regulatory investigations into potential manipulation of LIBOR and ISDAFIX benchmark rates.
The firm also annually publishes a comprehensive survey and analysis of current enforcement issues affecting broker-dealers titled SEC and SRO Selected Enforcement Cases and Developments Regarding Broker-Dealers, which is highly regarded within the financial services legal community and by regulators.