Financial Institutions

Financial Institutions


Schiff Hardin provides a broad range of services to institutions throughout the financial services industry. We take a strategic, practical approach to our clients’ legal and regulatory issues, one focused on helping them prosper in today’s rapidly changing environment.

An Informed, Strategic Outlook

Many firms can handle everyday transactional work for banks and other financial institutions. Far fewer truly understand the financial industry and the key drivers that make it work. We do. We offer the experienced, knowledgeable and nimble counsel that our clients need to stay ahead of the competition.

We understand that in today’s dynamic regulatory environment, it is not enough to help financial institutions solve problems. We help our clients anticipate trouble and navigate regulatory changes smoothly. This farsightedness has earned us a national reputation for regulatory counseling.

We work hard to learn the business of our financial-institution clients, their competitive challenges, and their goals and objectives. Many of our clients have been successful in growth through acquisitions and extensions into new areas of business. We help them evaluate, negotiate and close the deal efficiently, but we also know there is life beyond the closing date and help them integrate the new businesses into their ongoing operations. We also work with our clients in their capital raising and capital planning strategies.

A Vigorous Defense

Financial institutions operate in a challenging environment, where they face growing regulatory scrutiny and the continuing threat of litigation.

We help our clients navigate litigation that threatens their business, and we craft compliance programs and conduct internal investigations that minimize the risk of litigation in the first place. We have assembled a team of lawyers dedicated to handling financial institution controversies, regulatory enforcement actions, claims and lawsuits. We understand the financial institutions, know how to represent a client in ways that protect its regulatory relationship, and “get” how the litigation fits into the bank’s larger strategic goals.

Our ranks include former in-house counsel at financial institutions, regular advisers to regional bank officers and directors, and attorneys who help clients purchase distressed banks. These lawyers serve as resources for a core group of litigators who carry out internal investigations and represent our clients in court.

Community and Regional Banking

We focus on working with community and regional financial institutions that serve borrowers in the broadly defined middle market.

We are particularly adept at working with in-house teams at larger regional financial institutions, where we serve as an extension of the organization’s legal function to help the general counsel best represent management and the board. We also serve as outside general counsel to smaller and mid-sized community bank organizations, guiding them through the increasingly complex business and regulatory challenges they face.

For all of our clients, we take a disciplined and efficient “one-team” approach, assembling dedicated attorneys across multiple practice areas as the matter demands. This allows us to develop substantial institutional knowledge of each client’s business and needs, and the ability to respond immediately and effectively to any new development.

Comprehensive Corporate and Transactional Capabilities

We have substantial experience assisting clients in the following areas:

  • Mergers and acquisitions, including acquisitions of banks and bank holding companies (BHCs), bank branches, loan portfolio acquisitions and dispositions, acquisitions of asset management firms and broker-dealers, mortgage banking companies, leasing companies, and other specialty finance organizations
  • Capital raising and capital planning strategies, including initial public offerings, private placement offerings of equity and debt securities, senior and subordinated notes, and other tools to strengthen and protect a bank’s capital
  • Tax planning and counseling, particularly with respect to reorganizations and capital raising strategies
  • Compliance with the “alphabet soup” of federal and state banking rules and regulations, and with applicable securities industry laws, rules and regulations, including SROs
  • FDIC-assisted acquisitions and loss-share counseling, including early termination of loss-share contracts with the FDIC
  • Counseling publicly-traded financial institutions in ’33 Act and ’34 Act compliance and related corporate governance issues
  • Lending and financing transactions, including commercial lending, mezzanine financing, holding company loans, project financing, loan workouts and restructurings
  • Corporate governance and board management, including anti-takeover planning and strategies
  • Formation of de novo banks and charter conversions
  • Employee benefits, ERISA and executive compensation
  • Labor and employment issues
  • Real estate and environmental counseling and compliance;
  • Negotiating vendor agreements, strategic ventures and other material contracts
  • New product development
  • Trust company counseling, acquisition and disposition
  • Bankruptcy and creditors’ rights

Representing Financial Institutions in Court

Our financial institutions litigation team has extensive experience representing clients in a wide range of disputes, including:

  • Lender Liability claims
  • Consumer and employment class action defense
  • Claims against borrowers and third parties
  • White collar and internal investigations
  • Regulatory investigations
  • Cybersecurity and data privacy
  • Trust and estate disputes
  • ERISA litigation
  • Intellectual property
  • Environmental claims

Trust & Estates Advisors to Banks and Trust Departments

The Private Clients, Trust and Estates group represents numerous banks and their trust departments. Over the years, we have prepared an extensively annotated manual of will and trust forms for more than twenty banks across the country, tailored in each case to local law. We conduct seminars and training programs for bank officers, attorneys, accountants and bank customers, and we advise banks directly on sensitive administration issues, including federal and state taxation, accounting, fiduciary duties, construction of will and trust documents and risk management. We have prepared comprehensive policy and procedure manuals for trust departments in compliance with state and federal regulatory requirements. In some cases, we provide ongoing advice to assist the bank’s personnel in operating the trust department.