Banking

We work with clients on digital and online platforms, regulatory issues, disputes, labor matters, and mergers and acquisitions and other transactions.

Our teams have successfully defended large and complex claims around the globe, positioning us to advocate for banking clients in a multitude of challenging litigation environments. Our highly recognized class action team has secured numerous victories for banking clients, including in some of the most challenging jurisdictions for defendants.

As global employers with major human capital needs and liabilities, our banking clients derive meaningful value from our market-leading labor, employment, benefits, and complex employment litigation practices. Our work in this area includes achieving notable successes in defending wage and hour class actions that have challenged the industry. 

Morgan Lewis’s finance practice is an integrated, global team of lawyers who represent lenders, borrowers, and debt investors in a comprehensive range of debt transactions, financings, and other deals that help our clients meet or exceed their business objectives. In addition, we guide clients through contingency planning and restructurings, as well as insolvencies.

• Retail banks
• Institutional banks
• Investment banks
• Non-bank lenders
• Trust companies
• Credit card companies
• Online banks
• Credit unions and mutual banks
• Industrial and agricultural banks
• Hedge funds
• Credit funds
• Insurance companies
• Business development corporations 
• Private equity funds and their portfolio companies
• Corporate borrowers and investors 
• Alternative lenders
• Broker-dealers

• Complex class actions
• Consumer protection statute litigation
• Fiduciary and trust administration litigation
• Investigations and white collar matters
• Securities litigation
• International arbitration and trade
• Intellectual property disputes
• Commercial disputes arising from financings, mortgages, and other instruments
• Breach-of-contract disputes
• Mergers and acquisitions litigation
• Indemnity and insurance agreement disputes
• Bankruptcy issues, including lender-liability cases
• Wage and hour litigation 
• Appellate litigation
• Uniform Commercial Code (UCC) litigation 
• Merchant bank litigation
• Co-branded credit card litigation
• National security and economic sanctions
• Insurance recovery
• Tax litigation and appeals

• Securities enforcement
• Whistleblowing and retaliation
• Congressional and independent commission investigations
• State attorney general matters
• Government contracts
• Board of Governors of the Federal Reserve System matters
• Office of the Comptroller of the Currency (OCC) matters
• Federal Deposit Insurance Corp. (FDIC) matters
• Consumer Financial Protection Bureau (CFPB) matters
• UK Financial Conduct Authority matters
• Community Reinvestment Act (CRA) obligations
• Customer financial privacy rules
• Margin lending activities
• Deposit reserve requirements
• Securities broker-dealer activities

• Arbitration agreements and class and collective action waivers
• Background, criminal, and credit checks
• Compensation plans and programs, including commissions and bonus compensation
• Employment policies and agreement drafting
• Equal Employment Opportunity Commission, US Department of Labor, Office of Federal Contract Compliance Programs, and state agency claims and compliance 
• Diversity and inclusion programs
• Discrimination class actions, including age, race, gender, marital status, disability, sexual orientation, religion, and national origin claims
• Employee Retirement Income Security Act (ERISA) and other benefits litigation
• Federal and state employment regulation compliance 
• Fair Labor Standards Act and state wage and hour litigation and counseling
• Individual employment disputes involving claims of discrimination, harassment, wrongful termination, wrongful denial of bonus, compensation disputes, and defamation, including U5 defamation and expungement
• US and global immigration matters
• Labor-management relations, including collective bargaining, union organizing advice, unfair labor practice charges, and claims of joint employment
• Whistleblower and retaliation claims, including under Sarbanes-Oxley, Dodd-Frank, US Securities and Exchange Commission program, and other federal and state laws
• Workforce change, including reductions-in-force

• Structuring strategic investments and acquisitions to comport with Bank Holding Company Association (BHCA) Regulations
• Direct co-investments in regulated banking entities
• Direct lending activities
• Comprehensive portfolio company servicing, including coordination with fund managers
• Securities Act of 1933 and Securities Exchange Act of 1934 filings and compliance
• Leveraged acquisitions 
• Exits, including auction and negotiated sales and initial public offerings
• Regulatory approvals and requirements imposed by BHCA and Financial Industry Regulatory Authority (FINRA) as well as the US Securities and Exchange Commission (SEC) and Employee
• Retirement Income Security Act (ERISA)
• Customer, employee, and third-party contracts and consent
• Management contracts and benefit and option plans

• Asset-based lending
• Leveraged finance
• Mezzanine and second lien lending 
• Private placements
• Special situations/distressed transactions
• High-yield bonds
• Real estate financings
• Workouts and bankruptcies
• Cross-border insolvencies
• Multinational restructurings
• Asset purchases from bankruptcy estates and foreclosure sales

• Financial services regulatory, limitations, and restrictions
• Broker-dealer regulation 
• Corporate organizational, structural, management, and governance issues
• Retail and institutional products, services, and offerings  
• Treasury and funding activities
• Capital raising activities
• Investment, business combination, and alliance transactions
• Formation of new entities and investment in existing companies
• Regulatory capital issues 
• Bank control issues
• Deposit taking, borrowing, and capital raising activities
• Establishing or closing US and non-US branches and offices
• Charter conversions
• Management oversight and governance
• Mergers, acquisitions, and other business combinations
• Preemption questions
• Bank resolution matters
• Financial consumer compliance 
• Fiduciary organization and oversight matters
• Fiduciary account investments and management
• Collective investment fund activities
• Conflicts management issues
• Acquisitions or dispositions of fiduciary-related businesses
• Cash management activities
• Global custody activities
• Securities lending and borrowing activities
• Administrative services activities
• Outsourcing activities
• US federal and state consumer regulatory law issues, including those related to the Truth in Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, and Fair Debt Collections Practices Act
• US federal government and state AG investigations, litigation, and enforcement proceedings
• Internal investigations and lawsuits concerning consumer regulatory compliance 
• Compliance and risk management requirements, including third-party vendor oversight
• US state and federal regulatory compliance and licensing, including lending, money transmission, and other money services business licenses, as well as state usury laws and requirements
• Stored value, payroll card, and gift card program development and compliance, including US state and federal compliance and escheatment obligations
• NACHA/ACH and credit card association rules and requirements
• Negotiation of private label and cobranded credit card and third-party payment processor agreements
• Anti-money laundering, economic sanctions, and know-your-customer requirements
• Consumer privacy and data breach issues
• Relationships with financial regulators and supervisors
• Examination, enforcement, and compliance matte

• Base Erosion and Anti-Abuse Tax (BEAT) application and structuring advice
• US Tax Reform Act and its impact on US and non-US taxpayers
• Mobile employees, withholding, and benefits issues
• Treaty planning and structuring
• Transfer pricing advice and defense
• Fund planning, structuring, and transactional tax support
• Mutual fund, real estate investment trusts (REIT), and broker-dealer-related tax advisory services
• General corporate income tax matters
• Hedge and private equity fund-related issues arising from Internal Revenue Service (IRS) audits
• Information reporting
• Institutional investor tax services
• Foreign Bank and Financial Account Reporting (FBAR) compliance
• Foreign Account Tax Compliance Act (FATCA) requirements
• IRS practice, including private letter ruling submissions and tax opinion support
• IRS guidance (e.g., new debt-equity rules) and responsive tax planning and compliance
• Value-added tax (VAT) issues, excise duties, and capital duties

• Financial benchmark investigations and class action litigation
• Litigation and investigations concerning alternative trading platforms and exchanges
• Litigation and counseling on interest rate swaps and other derivatives
• Cross-border transactional support on mergers and joint ventures
• Issues related to a broad range of financial products, including interest rate swaps, treasury securities, other bonds, and derivatives
• Issues related to payment systems, alternative trading platforms, exchanges, IPOs, and securities lending practices
• Forming and counseling financial industry trade associations and consortia
• Compliance programs and strategies

• Export controls 
• Committee on Foreign Investment in the United States (CFIUS) matters and cross-border investments
• Economic sanctions 
• Trade remedies
• Encryption controls
• Anti-boycott matters
• Foreign ownership, control, or influence (FOCI) issues
• Import and customs regulation
• Anti-money laundering compliance
• Internal investigations
• Government investigations and enforcement matters 
• Foreign Corrupt Practices Act and anti-corruption matters
• Cybersecurity and supplier integrity

• Application and extraterritorial jurisdiction matters related to unilateral and multilateral embargoes and sanctions
• Prohibitions on dealing with sanctioned countries and parties, including specially designated nationals (SDNs), foreign sanctions evaders (FSEs), and Special Sector Industry List (SSI) parties
• Office of Foreign Assets Control (OFAC) compliance, reviews, assessments, and training
• Specific transactional licenses and applicability of OFAC’s diverse general licenses (exemptions)
• Voluntary and/or directed disclosure processes 
• Requests for information, administration subpoenas, settlement discussions, and enforcement actions

• Prudential regulation matters
• Basel Committee and US capital and liquidity requirements
• Volcker Rule
• Consumer Financial Protection Bureau (CFPB) matters
• Consumer lending, credit card, and debt collection practices
• Consumer privacy and data breach enforcement and litigation
• Telephone Communications Privacy Act matters
• Payment card privacy issues 
• Gramm-Leach-Bliley Act policies and compliance procedures