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Banking & Financial Institutions

Banking & Financial Institutions Overview

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Our Banking & Financial Institutions Practice Group has practical hands-on experience and knowledge about the financial services industry, uniquely positioning our attorneys to offer legal advice to banks and other industry-related companies.

Many of our attorneys draw upon past experience as employees of financial institutions, and are therefore familiar with the operations and issues that arise daily, and know how to resolve these matters practically and efficiently.

We are corporate and securities law counsel for a substantial number of the publicly registered, SEC-reporting bank holding companies. Our clients include all types and sizes of institutions, from large banking organizations to small, privately held community banks. In addition, banks and other financial services clients headquartered outside of Wisconsin retain us for advice on Wisconsin state law matters.

We work with clients on developing new banking products and services, and in addition, our attorneys routinely develop regulatory compliance programs to meet federal and state law requirements.

We regularly represent financial institution clients with regard to mergers, acquisitions, asset purchases and branch purchases and sales. With the background and experience to develop related securities, tax, regulatory, antitrust and executive compensation strategies, our team has structured cross-industry acquisitions and joint ventures among banks, thrifts, insurance companies, mutual fund groups and securities firms. We also counsel and advise clients on sophisticated acquisition techniques and capital formation strategies. We often assist clients and their boards of directors with strategic planning and development and with implementing shareholder management strategies.

Corporate Finance and Securities

Our attorneys represent financial institutions in public offerings and private placements of common stock, bank notes, medium term notes, subordinated debt, trust preferred securities, commercial paper, securities issued in connection with mergers, asset-backed securitization transactions, REIT-related preferred stock financings, and redemptions and share exchanges.

We handle all types of stock purchase transactions and corporate reorganizations, including bank conversions to Subchapter S status, conversions to LLC status and mutual-to-stock conversions. In 1989, we advised a bank holding company in connection with the first bank acquisition of a mutual thrift following changes in federal law to permit such acquisitions. We have represented clients in numerous venture capital investments and in the sales and distribution of variable rate annuities and other insurance products such as bank-owned life insurance.

We have represented bank holding companies in transitioning from publicly registered to private status with the Securities and Exchange Commission, and we counsel a variety of publicly held financial institutions with respect to the requirements under securities laws, including, among others, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have substantial experience in corporate governance matters, including organization structure, audit committees, executive contracts and compensation, stock option and incentive plans, and stockholder relations.

De Novo Bank Organization 

Over the last ten years, Godfrey & Kahn has served as legal counsel to more than half of the new banks formed in Wisconsin, which is more than any other Wisconsin law firm during that period.

Each group of organizers and investors brings unique skills, needs, desires and aspirations to a de novo bank formation. We tailor our representation and staffing to reflect each group. In some cases our involvement is limited to legal review, guidance and oversight. In other situations, we have provided the equivalent of turnkey legal services ranging from the preparation of regulatory applications, capital raise documents, leases, stock option plans and employment contracts, to assisting in the preparation of the new bank's business plans, policies and procedures.

General Compliance

Our teams routinely advise clients on consumer financial services and retail banking matters, including compliance with federal and state laws and regulations. Our extensive knowledge in this area allows us to assist our clients with compliance and the creation and development of new banking products and services.

Our attorneys have substantial experience with federal regulations set forth by the Federal Reserve Board, Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of Currency and the Office of Thrift Supervision. Godfrey & Kahn's attorneys also have extensive knowledge of state banking laws and regulations set forth by the Wisconsin Department of Financial Institutions and others.

We routinely advise clients regarding compliance with implementing regulations of federal acts such as the Bank Secrecy Act, Anti-Money Laundering Act, Gramm-Leach-Bliley Act, Truth in Lending Act, Fair Credit Reporting Act, Electronic Funds Transfer Act, Equal Credit Opportunity Act, Fair Debt Collection Practices Act and Real Estate Settlement Procedures Act. Our attorneys also have significant experience with interstate compliance matters, including rate exportation and federal preemption.

Our practical knowledge of banking laws and regulations permits us to work closely with our clients to develop deposit and other retail banking products. We advise clients on data use, privacy and data security issues. In addition to providing general compliance services, we also provide compliance audit consultation and defend financial institutions that are subject to consumer litigation or enforcement matters.


We regularly advise our clients on regulatory and legislative matters with the Wisconsin Department of Financial Institutions, Federal Reserve Board, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Office of Thrift Supervision, Securities and Exchange Commission, and other governmental agencies.

For the past decade, Godfrey & Kahn has served as general counsel to the Community Bankers Association of Wisconsin, a trade group consisting of over 200 Wisconsin community banks. Our attorneys regularly prepare legislation, develop legal positions and testify at hearings regarding issues affecting the banking industry.

Godfrey & Kahn's attorneys have drafted a number of banking statutes and regulations. Notably, our attorneys drafted the legislation in 1997 that deregulated all remaining interest rate and fee controls for consumer credit in Wisconsin. We also prepared the reciprocal interstate branching legislation that became effective in Wisconsin in 2006, and in 2008 our attorneys drafted legislation, which restricted the proximity of non-banking affiliates to banking branches.

Enforcement Actions

Our extensive dealings with state and federal banking regulators provide Godfrey & Kahn's attorneys with a sophisticated and unique perspective with regard to examination matters and both informal and formal regulatory enforcement actions. We routinely counsel individuals and financial institutions subject to enforcement actions, and we have successfully negotiated reductions in enforcement actions on behalf of our clients. Our attorneys also assist financial institutions in complying with the terms of enforcement actions.

Mergers & Acquisitions

Godfrey & Kahn has one of the leading bank merger and acquisition practices in the Midwest.

The firm is consistently ranked in publications such as the American Banker and Bank Director Magazine as being among the top Midwest law firms for bank merger and acquisition activity. Our clients in these transactions range from large public bank holding companies to individual investors and family groups seeking to buy control of a small community bank.

We've represented financial institution clients in negotiating more than 70 mergers, acquisitions, asset purchases and branch purchases and sales, totaling more than $4.5 billion in acquisition consideration. In 2007, we structured and negotiated the second largest branch purchase to occur in the U.S. that year.

Our attorneys have commendable practical experience with sophisticated acquisition techniques and negotiation of transaction terms, and we are skilled in developing related securities, tax, regulatory, antitrust and executive compensation strategies. Our attorneys' experience as officers in banking organizations provides benefits in the due diligence and documentation of mergers, asset purchases and strategic alliances. Our projects have included structuring cross-industry acquisitions and joint ventures among banks, thrifts, insurance companies, mutual fund groups and securities firms.

Management Buyouts

Our team has represented numerous management teams to raise capital and either acquire control of a bank or bank holding company from the current controlling shareholder(s) or acquire any shares not currently held by management, in effect taking the bank or bank holding company private. Such "change in control" transactions frequently present the opportunity to "re-capitalize" the company and expand (or turn over) the shareholder base.

Asset Sales

Representing financial institutions in the purchase and sale of residential and commercial assets in the secondary market, Godfrey & Kahn's attorneys have significant experience with asset purchases and sales in performing and nonperforming markets. We assist clients in developing correspondent programs to purchase large portfolios of performing whole loan assets. We work closely with our clients to create flexible products that enable financial institutions to adapt to evolving markets. We also have assisted clients in reducing their exposure to failing markets through the sale of portfolios of distressed commercial and residential assets. Our attorneys have extensive experience and knowledge of the structured and real estate loan products offered on the secondary market. The sale of distressed assets is complex, and our team draws on the collective knowledge of other practice groups at Godfrey & Kahn, including real estate, environmental, litigation, and bankruptcy and restructuring.

"Reduced" Charter Sales

We have represented clients in connection with the sale of "reduced" or "stripped" charters. Such transactions typically involve collapsing one or more bank charters in connection with the internal restructuring of a multibank holding company.

Historically, the bank holding company would simply surrender the "retired" bank charters to the appropriate regulator. Through "reduced" charter sales, we have been able to help bank clients turn these previously worthless charters into cash. Buyers are often willing to pay considerable sums to acquire a bank charter in order to gain branching rights in states that still have restrictive interstate branching authority.

Benjamin Clarke

Clarke, Benjamin J.

Thomas Homberg

Homberg, Thomas R.

Jason Kuwayama

Kuwayama, Jason E.

Richard Marcus

Marcus, Richard S.

Patrick Murphy

Murphy, Patrick S.

Andrew Spillane

Spillane, Andrew F.

Peter Wilder

Wilder, Peter


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