Background - Practices (Details)
Financial Institutions
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Crowell & Moring takes a holistic approach toward the financial industry by providing seamless advice integrating corporate, securities, broker-dealer regulatory, investment management, intellectual property (IP), tax, debt and equity finance, bankruptcy/creditors' rights, antitrust, litigation, employment, ERISA/benefits, public policy, sanctions, anti-money laundering (AML) and anti-corruption/anti-bribery compliance, and other applicable considerations. We draw upon the deep knowledge and experience relating to the financial industry of members of our Corporate & Securities, Financial Services, Intellectual Property, Labor & Employment, Tax, Litigation, International Trade, White Collar & Regulatory Enforcement, Antitrust, Insurance/Reinsurance, and Government Affairs groups.

We do not approach client matters solely as legal issues. Rather, we focus on our clients' businesses, working to understand how a particular legal or regulatory matter may affect their business model, and to inform our clients of the overall policy, regulatory, and enforcement direction in which we see the government heading. This business-centric approach positions Crowell & Moring as an industry leader with respect to monitoring, anticipating, and shaping the future of regulatory matters while delivering legal and strategic advice designed to meet our clients' goals. 

Our clients in the financial industry range from "bulge bracket" investment banks, exchanges, commercial banks, broker-dealers, futures commission merchants, commodity pool operators, commodity trading advisers, special servicers, insurance companies and reinsurance companies to pension, hedge, and other alternative investment funds. Our practice and individual lawyers have been recognized for their outstanding work by legal, industry, and business publications such as Insurance Law360, Business Insurance, Best Lawyers in America, and Washingtonian. Chambers USA has ranked various of our financial industry practitioners as among the top practitioners in the country.

Corporate, Commercial, and Securities Matters

Our firm is actively involved in a wide variety of M&A, minority investment, start-up financing, joint venture, debt and equity finance, consortium, and other corporate transactions involving the financial industry. In addition, we advise on a full range of commercial transactions in the financial industry, ranging from IP arrangements to commercial contracts, to "jump ball," revenue shares and other incentive arrangements for financial industry participants, and provide strategic counseling to boards of directors and senior management of various types of financial institutions. We also form hedge and other alternative investment funds and provide various types of investment advice. Our advice on these matters integrates corporate, securities, financing, broker-dealer regulatory, intellectual property, tax, employment, bankruptcy, litigation, sanctions, AML and anti-corruption/anti-bribery compliance, and public policy considerations.

Litigation

Our clients rely on this same knowledge and experience to litigate their most important matters. By taking an interdisciplinary approach to litigation, fully leveraging our deep industry experience, we offer a competitive advantage in industry-specific cases such as white collar and regulatory litigation, and disputes regarding transactions, investments, and financings. The issues litigated in these cases include contract, fiduciary duty, and securities issues as well as a variety of civil, administrative and, at times, criminal laws. As go-to litigation counsel for many of our clients, we also handle other types of litigation that are integral to their businesses, such as employment, intellectual property, and general commercial litigation. Finally, our firm offers the full range of litigation support knowledge, including electronic discovery (e-discovery) counseling, which services have saved our clients millions of dollars.

Government Investigations and Regulatory Enforcement

Civil disputes often parallel congressional, criminal and regulatory investigations arising from allegations of misconduct in the financial industry. Our White Collar and Regulatory Enforcement Group understands the financial industry and brings our clients the informed perspective and credibility of former federal prosecutors, former SEC Enforcement attorneys, and experienced SEC litigators. We regularly represent financial institutions and executives before Congress, the Department of Justice and the SEC in matters alleging fraud, violations of securities and banking laws, insider trading, Foreign Corrupt Practices Act violations, federal and state tax offenses, public corruption and violations of U.S. export controls and sanctions regulations, among others. Apart from defending clients during investigations and in litigation, we also assist clients in detecting and preventing potential regulatory violations through internal investigations and the development and implementation of compliance and training programs.

Bankruptcy and Creditors' Rights 

Our team consists of counselors, litigators, and negotiators who help guide clients through the entire life cycle of their credit, commercial property, and investment-based relationships. We offer an integrated team of bankruptcy, commercial real estate, corporate, finance, litigation, and restructuring lawyers. When disputes arise, we advise on matters involving non-performing loans, forbearance and workout agreements, foreclosures and UCC sales, receiverships, and other exit strategies. Where necessary, we have litigated matters for our clients in federal and state trial courts as well as courts of appeal. The team's lawyers also regularly represent and advise clients in connection with commercial bankruptcy proceedings across the country. The sophistication of our bankruptcy and business litigation counsel is reflected in reported decisions issuing from several of our appeals before the U.S. Courts of Appeal for the Third, Fourth, Fifth, Seventh, and Ninth Circuits.

Employment Counseling and Litigation

We provide advice and litigation representation regarding a full range of employment-related issues in the financial industry, including the drafting of employment agreements (including non-competition covenants), developing employment policies that both comply with applicable law and meet the client's business objectives, advising on employee hire and termination and privacy issues, as well as routine employment counseling issues. We have extensive experience litigating the enforcement of non-compete agreements in the industry, whether in court or before administrative boards, and we litigate trade secrets, wage and hour, and discrimination/retaliation disputes (class actions and single plaintiff) in state and federal courts around the country. We provide training for managers and supervisors in diversity and EEO compliance issues, and we have designed and implemented effective sexual harassment training programs and other training programs targeting high-risk employment matters, such as qui tam and other whistleblower actions. We have extensive experience collaborating with our clients as they design corporate restructuring efforts, including planning for reductions in force.

ERISA, Compensation, and Benefits

We offer a wide range of compensation and benefits related services to financial industry participants, including executive compensation, "say on pay," the IRS' 409A deferred compensation rules, employment-related securities law disclosures, ERISA and benefits advice, stock option and other employee incentive arrangements, as well as day-to-day benefits counseling. We also counsel service providers to the financial industry on the application of ERISA to their products and practices, as well as the application of ERISA fiduciary duties and rules regarding prohibited transactions.

AML and Anti-Corruption and Anti-Bribery  

We offer a wide range of sanctions, AML and anti-corruption/anti-bribery compliance services. We work with clients to conduct risk assessments, develop comprehensive and risk-based compliance programs, conduct tailored training for relevant personnel, conduct program reviews or look-backs, file disclosures or license applications, interact with regulators, respond to government inquiries (formal or informal), and benchmark with others in the industry. 

Public Policy

Our veteran team active for financial industry clients includes former congressional and executive branch staff, as well as a former state legislator and two former in-house lobbyists for Goldman Sachs. Our relationships with the members and staff of the principal House and Senate committees, as well as within the key regulatory agencies, are broad and deep. While our public policy lawyers have built strong bipartisan relationships, it is our knowledge of the law — in particular capital markets and regulatory issues applicable to financial institutions — that distinguishes us from others who lobby before the federal government. What further differentiates our public policy team is that we offer more than just a government or law firm perspective — our key policy lawyers have responded to high-risk, high-profile investigations and managed business-altering legislative and regulatory battles from inside Fortune 100 companies.

Intellectual Property

We represent the financial industry in connection with a wide range of IP-related matters, beginning with the preparation and prosecution of financial-related patent applications, to counseling on issues of patent enforcement and defense. We have extensive experience providing IP portfolio assessments and evaluations for our financial industry clients, both in the context of transactional matters as well as in connection with litigation, including performing patent infringement risk assessments. We also collaborate with our clients as they design and implement financial-related products and services so that they may be best positioned to avoid potential patent minefields.

Insurance and Reinsurance

We provide a comprehensive array of legal services to clients involved in the insurance and reinsurance industries. Our preeminent insurance and reinsurance dispute resolution practice includes leading practitioners who have been at the forefront of the most cutting-edge and high-profile issues that have confronted the U.S. and international insurance and reinsurance industries over the past three decades. From insurance coverage to reinsurance arbitration/litigation, to bankruptcy cases impacting insurance, to broker actions, to other commercial litigation involving insurance companies, to everything in between, our dispute resolution practice has the depth, experience, and knowledge to handle the dispute.

Tax

Our tax team provides advice on tax structuring for corporations, partnerships, and foreign and domestic entities in the financial industry. Our tax lawyers have experience with the tax issues that frequently arise in transactions involving financial institutions, including consortium transactions, minority investments in other financial institutions, and investments in clearinghouses, exchanges, and utilities. In addition, we counsel our clients on transfer pricing and state and local tax implications. We also have a leading tax controversy practice and can draw on our experience in litigating both federal and state tax disputes to provide an informed, realistic view of the tax risks associated with various alternatives.