About the Financial Industry Resource Center

During this period of challenge and rapid change in the financial industry, financial institutions and other financial services companies need advisors with broad experience and an understanding of the full range of business and legal issues associated with current market and regulatory changes.

With decades of experience representing financial industry participants in regulatory, transactional and dispute resolution matters, Hunton & Williams delivers an integrated approach to addressing the challenges and pursuing the opportunities in the current market, including those presented by the Dodd-Frank Wall Street Reform Act.

We are advising our clients on matters related to managing liquidity, dealing with troubled assets and assuring capital adequacy in a changing regulatory environment. We also are assisting with financial industry mergers, acquisitions and other significant transactions and representing financial services clients in governmental investigations and dispute resolution matters. To address the varied needs of our financial industry clients in an integrated manner, we have organized a multidisciplinary Financial Industry Resource Center Group, composed of leading lawyers with experience in all related practice areas.

We are well versed in government asset sale and purchase programs, having represented institutions in sale and purchase transactions with the Resolution Trust Corporation and other governmental agencies and organizations. Our firm has been at the forefront of asset securitization and structured finance for more than 20 years. We designed and implemented the only two real estate mortgage investment conduit (REMIC) programs backed by the full faith and credit of the United States — the U.S. Department of Veterans Affairs’ Vinnie Mac Program and the Ginnie Mae REMIC Program.

Our Financial Industry Resource Center Group combines the knowledge and resources of attorneys focused on virtually every area that affects financial services companies, including the following:

The Hunton & Williams Financial Industry Resource Center represents a resource for our clients to assure a thoughtful and integrated approach to addressing the broad range of challenges and opportunities presented by current financial markets' conditions and changes.

Asset Securitization
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Hunton & Williams is well positioned to help financial institutions and financial services clients seize opportunities presented by the Stabilization Act, which authorizes the Department of the Treasury to purchase or guarantee distressed assets, as well as provides for direct recapitalization.

Recognized among the nation’s leading securitization law firms, Hunton & Williams has been at the forefront of asset securitization and structured finance for more than 20 years. The firm represents issuers, underwriters, servicers and other parties in matters involving more than one trillion dollars of publicly offered securities. Our attorneys are knowledgeable concerning government asset sale and purchase programs, having represented institutions in connection with sales and purchases with the Resolution Trust Corporation and its predecessors.

We have long played a developmental role in the area of asset securitization. For example, our firm designed and implemented the only two real estate mortgage investment conduit (REMIC) programs backed by the full faith and credit of the United States:  The U.S. Department of Veterans Affairs’ Vinnie Mac Program and the Ginnie Mae REMIC Program. We also have addressed the full range of legal and business issues involved in securitization transactions, including corporate matters, tax issues, accounting and regulatory matters, securities law issues, bankruptcy and insolvency considerations, and security interest questions.

Bank Regulation and Acquisitions
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Banks and holding companies that have experienced economic difficulties are faced with regulatory and lender pressures. Hunton & Williams helps financial institutions return to strength and stability. Through decades of experience, our firm has developed solid working relationships with federal and state regulatory agencies, and with the influential trade associations that represent independent banks in legislative matters and regulatory rulemaking.

Banks face a host of challenges brought on by the current financial crisis. They include the needs to restructure, raise capital, comply with administrative actions, and navigate new executive compensation standards and provisions of the Internal Revenue Code. Hunton & Williams already is helping our clients tackle these and other issues, as well as benefit from opportunities in the marketplace.

We are particularly well positioned to assist financial services clients in implementing various strategies to avail themselves of opportunities presented by the Stabilization Act. Our firm has been at the forefront of asset securitization and structured finance for more than 20 years, representing issuers, underwriters, servicers and other parties in connection with more than one trillion dollars of publicly offered securities.

For financial institutions looking to expand through strategic acquisition, the current market is ripe with opportunity. As a result of our extensive work with clients in previous banking downturns, we have significant experience structuring problem bank transactions, including arrangements to maximize tax benefits while minimizing exposure to legacy assets and to contingent liabilities. We have also been at the forefront of representing institutions that require assistance in order to be provided to the target bank. Our Financial Institution Regulatory team obtained the first two shelf charters issued by the FDIC for our clients. Our lawyers also have considerable experience with acquiring "inflatable" charters, "rented" charters and other means to bid on franchise sold by the FDIC, as well as suitable ownership structures for investors. We have been involved in numerous negotiations with the FDIC as receiver for failed bank franchises, as well as assets of failed banks. Notably, we represented the acquirer in one of the last open bank assistance transactions that did not involve systemic risk.

Bankruptcy/Restructuring
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Hunton & Williams represents national, institutional and other clients in a wide range of bankruptcy, restructuring, insolvency and creditors' rights matters in federal and state courts across the United States. Our experience includes appearing before the key bankruptcy forums of the Southern District of New York and the District of Delaware.

We have worked for major creditors, banks and financial institutions, a variety of official committees of equity security holders, and unsecured creditors. We have represented broker-dealers and clearing firms in insolvency matters. Our capabilities include Chapter 11 bankruptcies, workouts, and transactional structuring advice and opinions.

On behalf our client, we obtained a landmark decision in the bankruptcy of American Home Mortgage, Inc., for the agent under a mortgage repurchase agreement, holding that a repurchase agreement need only satisfy the plain language of the Bankruptcy Code definition of a "repurchase agreement" in order to be eligible for the safe harbor protections afforded such agreements under the Bankruptcy Code.

Recently, we have represented clients in connection with SIV and single-seller commercial paper conduit restructurings and continue to advise on court proceedings in English courts on several SIV restructurings.

Capital Formation
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The financial services industry is experiencing historic challenges, particularly about managing concerns of liquidity, troubled assets and capital adequacy. As disruptions in the credit markets continue, financial institutions are fundamentally changing the structure and financing of their mortgage and other asset portfolios. These challenges require sophisticated, multilateral solutions from experienced counsel.

Hunton & Williams has a long history of representing issuers, investors and underwriters in a wide range of public and private offerings of equity and debt securities. We are consistently ranked by Thomson Financial among the top 15 law firms for capital markets transactions, and as one of the top law firms representing issuers and underwriters in the asset-backed securities, real estate capital markets and specialty finance sectors.

Once the Treasury Department exercises its mandate under the Stabilization Act to take control over distressed assets, the government will seek to move as many assets as possible back to the private sector as quickly as possible. The creative thinking of experienced counsel will be critical as clients seek to attract private capital to participate in government sales programs, form asset management or joint venture relationships with the government, or offer the government warrants or profits interest in pooled capital vehicles as consideration for asset purchases.

Our lawyers are skilled in representing both managers of and investors in pooled capital vehicles investing in mortgage-related structured financial products and troubled assets. Our private fund, tax and structured finance lawyers have worked with some of the leading participants in the real estate finance and securitization industries in private funds, joint ventures and other pooled capital arrangements through both good times and bad. Our capital finance lawyers have represented both governmental and private participants in public/private partnerships for complex investments, navigating governmental frameworks for those programs along the way. 

In addition, our capital markets practice is complemented by and integrated with other practice areas, including tax, mergers and acquisitions, private equity, project finance, transportation infrastructure and concessions, energy, employee benefits, real estate, environmental law, competition and intellectual property.

Complex Litigation
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In the current financial crisis, the breakdown of multifarious complex financial instruments is already spawning major litigation, and more is on the horizon. Our derivatives practice, in consort with our litigation team, currently is advising clients about trade terminations, counterparty exposures and collateral transfers (in many cases in the context of an insolvent counterparty), and is representing several clients in litigation regarding derivatives in connection with credit default swaps. In addition, our litigators are advising clients who are concerned with the launch of government investigations into practices impacting the market upheavals.

With more than 300 attorneys, the Hunton & Williams litigation team is among the nation’s largest, and is recognized as one of the few truly national groups in the country. In the last 10 years, our lawyers have litigated more than 10,000 matters in 48 states and numerous countries worldwide. These experiences have taken our trial attorneys to virtually every state and several continents, and make us strong advocates for our clients.

Corporate Governance
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As the economy tightens, corporate entities—both public and private—as well as their boards of directors, audit committees and other special committees need experienced counsel to navigate the myriad of new regulations, potential investigations and litigation spawned by the financial crisis. Hunton & Williams is helping our clients tackle these and other issues, as well as benefit from new opportunities in the marketplace. 

For example, our firm has the corporate governance, tax and executive compensation experience to facilitate participation in the Department of the Treasury’s program to purchase or otherwise guarantee distressed assets. Under the program authorized by the Stabilization Act, the Treasury may be obliged to become an equity stakeholder in the institutions that sell assets into its purchase program, depending on the type and aggregate amount of assets purchased, and, as such, to institute limits on such firms’ executive compensation programs going forward.

While the extent of the Treasury’s control over executive compensation at participating financial institutions will depend on whether sale is by direct purchase or auction, in either case the U.S. government will be involved in this previously quintessentially corporate decision. Our tax lawyers, having worked closely for years with our securitization lawyers (at the forefront of asset securitization and structured finance for more than 20 years), are well versed in the framework of the Stabilization Act and the complex tax and economic consequences that flow from participation in the purchase program.

Derivatives
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The current financial crisis has catapulted derivatives into the spotlight. The Hunton & Williams derivatives group understands that these complex financial instruments are employed in many contexts.  While they often are built on common forms, subtle differences can be crucial. In understanding this, we approach every matter as unique and critical, drawing on a broad array of market experiences and legal disciplines to meet our clients’ needs.

Currently, our derivatives practice is advising several clients about trade terminations, counterparty exposures and collateral transfers, in many cases in the context of an insolvent counterparty. In addition, we are representing several clients in litigation regarding derivatives, particularly in connection with credit default swaps. We also have worked with clients to develop structured products in response to the current environment, such as principal-protected notes and index-linked certificates of deposit.

Distressed Debt Trading
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If the Treasury Department determines that the purchase from financial institutions of leveraged loans is necessary to promote financial market stability, TARP could include even distressed debt.

Hunton & Williams is a leader in distressed debt trading, representing buyers, sellers and broker-dealers in secondary-market purchase and sale transactions in distressed bank debt, both senior and subordinated, U.S. and non-U.S., as well as distressed securities, bankruptcy claims and other troubled financial assets. From trade confirmation to settlement, we have structured, negotiated and closed thousands of complex debt assignment, participation, subparticipation and derivative transactions.

Our attorneys have provided analysis and advice on underlying credit documentation, collateral, debt structures and bankruptcy law, particularly as such matters relate to transferability and valuation. We have advised clients on counterparty risk issues, and in connection with litigation and potential litigations against nonperforming trade counterparties.

E-Discovery/Data Management
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Hunton & Williams’ cross-disciplinary e-discovery and cyber-investigations team, comprised of information security and data protection attorneys and professionals, is working in concert with the firm’s litigation team (one of the largest and most respected in the nation) to address the full range of challenges facing companies as a result of the financial crisis. With litigation on the rise along with government investigations and intensified regulatory scrutiny, our firm is already counseling clients on strategies to organize, prepare and mitigate risks related to their immense quantity of digital data.

Executive Compensation
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In an environment of ever-increasing competitive and financial pressures, as well as constant legislative and regulatory change, the design and administration of employee benefit plans have become exceedingly complex endeavors.  

For example, a financial institution that participates in TARP may be subject to new executive compensation standards, including a prohibition on new employment agreements that include “golden parachutes” that are payable upon involuntary termination, bankruptcy filing, insolvency and receivership. New provisions of the Internal Revenue Code also may limit the employer's deduction for executive pay (Code Section 162(m)) and may treat severance benefits as "parachute payments" under Code Section 280G. 

The Hunton & Williams executive compensation practice advises executives and employers, including financial institutions, on the requirements of Code Sections 162(m) and 280G and strategies for avoiding or minimizing any potentially negative consequences of those rules.

Government Relations
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The Hunton & Williams government relations team has the experience and relationships to help clients monitor, navigate and influence proposed legislative and administrative actions impacting the economic recovery. We have worked with key members and staff for the relevant committees, congressional leadership and administrative agencies. Just days before Congress adopted the economic recovery package, our team arranged for a briefing of congressional staff on technical issues including credit swaps and mortgage-backed securities so that they could have a better understanding of the complex issues facing Congress. 

We are recognized on Capitol Hill for our ability to combine the firm’s substantive expertise with our government relations know-how. We have forged strong and trusting relationships with elected, appointed and career officials.

Current members of the Hunton & Williams government relations team include a former governor and attorney general of Virginia, a former member of the United States House of Representatives, former legislators, former Cabinet and sub-Cabinet officials, former counsel to congressional committees, a former United States ambassador, and other attorneys whose legal careers have focused on legislation and administrative and regulatory matters.

Insurance/Reinsurance
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For many companies and organizations, a critical component of their response to the credit crisis is the need to address related insurance issues. Insurers, reinsurers, and financial institutions may have rights to relief under Treasury programs.

In addition, the expanding number of lawsuits arising out of collateralized debt obligations (CDOs) and other complex financial transactions has and will continue to result in increased claim frequency and severity under insurance and reinsurance products. Hunton & Williams’ insurance and reinsurance group is well-positioned to help clients analyze and resolve disputes in these areas.

The members of our group have extensive experience resolving insurance and reinsurance disputes. We address disputes stemming from recoveries sought under insurance coverage implicated by the financial crisis, including directors and officers, errors and omissions, and fiduciary liability claims. Our attorneys also are experienced in reinsurance matters.

In addition, Hunton & Williams’ insurance and reinsurance group works with the firm’s transaction lawyers to analyze and resolve disputes involving the valuation of credit default swaps (CDS), financial guaranty insurance restructuring, and recovery of insurance and reinsurance assets.

Internal Investigations
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Already, government authorities have launched investigations into practices impacting the market upheavals.

Our business crimes defense team, led by several former federal prosecutors, has advised industry clients on a variety of investigatory matters relating to complex financial transactions. The team also conducts internal investigations to quickly and discreetly detect practices that undermine a corporation’s productivity. To assist in these investigations, Hunton & Williams frequently utilizes its wholly owned subsidiary, Turnstone Investigative Group, which is staffed by former federal agents.

Our numerous investigations have included reviews of internal financial controls and procedures, audits of pension funds, financial reconciliations, forensic data recovery, employee and vendor interviews, background and “life-style” investigations, and Foreign Corrupt Practices Act reviews. In connection with these investigations, we routinely advise clients on the formulation of compliance programs that strengthen internal controls and provide critical protection if a corporation is subject to a criminal investigation.

Real Estate
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Hunton & Williams is helping property owners and mezzanine lenders face their unique challenges during this volatile time in our country’s economic history. Just as TARP under the Stabilization Act has changed the game for banks and financial institutions, the dynamics between property owners/developers and lenders, between joint venture partners, and between senior and subordinate debt holders have changed.

This market is creating significant challenges for property owners and mezzanine lenders. Property values and balance sheets are in flux, new financing can be difficult to obtain, lenders are putting more pressure on borrowers under existing debt facilities, and upper levels of the capital stack, including equity and mezzanine debt, are at risk. Every company must have a new plan to deal with this quickly changing reality. Hunton & Williams can help you answer your finance and real estate questions in order to best position your company to not just survive, but to succeed and excel in these challenging times.

Special Situations/Workouts
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Hunton & Williams has represented clients in debt restructurings and workouts for almost a century. During that time, we have represented clients in diverse matters ranging from company reorganizations to multiparty bankruptcy proceedings, from real estate foreclosures to equity recapitalizations.

Today, Wall Street faces challenges the enormities of which have not been seen in decades. Disruptions in the credit markets have created liquidity issues that are changing the way institutions finance their portfolios of mortgages and other assets. These challenges require sophisticated, multilateral solutions from experienced counsel, particularly on managing concerns of liquidity, troubled assets and capital adequacy. 

The Stabilization Act, which gives the Department of the Treasury authority to utilize up to $700 billion to purchase distressed assets from financial institutions, addresses certain core issues in the credit markets and provides financial institutions with the opportunity to restructure their troubled portfolios and to address related capital issues. At the forefront of asset securitization and structured finance for more than 20 years, Hunton & Williams is well positioned to assist financial institutions and financial services clients in implementing various strategies to avail themselves of opportunities presented by the Act.

Tax
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Our attorneys are well versed in the framework of the Stabilization Act and the complex tax and economic consequences that flow from participation in the purchase program. Firm lawyers have the requisite multidisciplinary experience to advise clients on the Department of the Treasury’s purchase program participation requirements regarding equity, executive compensation and related corporate governance matters.

Our firm provides clients with comprehensive and sound tax advice in transactions and tax controversies, and we steer our clients through complicated legislative, regulatory and administrative tax matters. We assist clients in weighing complex and often competing legal, tax and financial accounting considerations. To meet the challenge of double taxation, we work to develop innovative ways to structure transactions to minimize entity-level tax, generate tax benefits or defer the recognition of taxable gains.

White Collar/Governmental Investigations
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The U.S. Department of Justice, FBI and other federal and state prosecutors are probing and seeking criminal inquiries against those involved in illegal activity pertaining to the collapse of the financial markets.  As federal and state governments increasingly criminalize business activities across the board, our white collar and government investigations team has developed recognized experience in defending companies in bet-the-company criminal actions, parallel civil enforcement proceedings and follow-on third-party litigation.

Our team includes numerous attorneys with prosecutorial experience at the U.S. Department of Justice, U.S. Attorney offices, and other federal and state agencies and enforcement authorities. Firm lawyers have overseen the successful prosecution and defense of hundreds of criminal jury trials.

We have represented businesses and individuals in a wide variety of matters—often where there is the possibility of exposure to grand jury or inspector general investigations, joint criminal and administrative sanctions, significant civil penalties or forfeiture. Additionally, we advise clients in matters involving whistleblower complaints, independent and special counsels, and state and federal agency officials. Moreover, our team conducts highly confidential internal investigations for multinational companies, professional organizations and governmental entities.