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Federal Banking Regulators Release Guide for Community Banks Conducting Due Diligence on Fintech Companies-1

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Kenneth Kohler, Jeremy Mandell, Maria Earley, and Henry Fields authored an article for The Banking Law Journal explaining a guide released by federal banking agencies that is intended to help community banks assess risks when considering relationships with fintech companies.



Federal Banking Regulators Release Guide for Community Banks Conducting Due Diligence on Fintech Companies

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Kenneth Kohler, Jeremy Mandell, Maria Earley, and Henry Fields authored an article for The Banking Law Journal explaining a guide released by federal banking agencies that is intended to help community banks assess risks when considering relationships with fintech companies.Read the <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt8eed17faa910c1a7/6273efe9deee7329767e9156/220125-federal-banking-regulators-release-guide.pdf" target="_blank">full article</a>.

Federal Banking Regulators Release Guide for Community Banks Conducting Due Diligence on Fintech Companies

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Kenneth E. Kohler is senior of counsel in Morrison Foerster’s Los Angeles office and a member of the firm’s Capital Markets practice. His practice involves a broad range of corporate and capital markets work, including public offerings and private placements of equity and debt securities, mergers and acquisitions of public and private companies, and disclosure and reporting matters under the federal securities laws. Kenneth also has extensive experience representing banks, REITs, mortgage bankers, and others in corporate finance, structured finance, and securitization transactions.Kenneth is an active member of the Sections of Business Law and International Law of the American Bar Association and is also a contributor to Covered Bonds Handbook, published by Practising Law Institute.  Kenneth received his B.S. from the University of California, Berkeley, in 1977 and his J.D. from Yale Law School in 1980. He is admitted to practice in California.Kenneth is listed in Best Lawyers in America (2012-2023), and recommended as a leading lawyer by Legal 500 in 2019.<hr class="divider"><h4>Representative Matters</h4><h5>Corporate Securities</h5><ul><li>Represented Alexandria Real Estate Equities, Inc. in numerous public and private offerings of common stock, preferred stock, senior notes and convertible notes resulting in proceeds totaling well over $25 billion.</li></ul><h5>Structured Finance and Derivatives</h5><ul><li>Represented the Federal Home Loan Bank of Chicago (FHLBC) in structuring and documenting a new residential mortgage conduit program in which the FHLBC acquires “jumbo” mortgage loans from FHLBC member community lending institutions and re-sells them to Redwood Trust, Inc., a California-based mortgage REIT, which is expected to package the loans into private-label mortgage-backed securities issued into the U.S., U.K. and European capital markets.</li><li>Represented LendingClub Corporation in inaugural securitization transaction, and in several follow-securitizations, involving the issuance of rated notes backed by consumer loans originated through an online platform. </li><li>Advised a number of foreign banks on their investments in U.S.-based collateralized loan obligations (CLOs) with respect to Volcker Rule compliance and general business terms.</li><li>Advised Zions Bancorporation in the structuring and public offering in an internet auction of employee stock option appreciation rights securities, or ESOARS, an innovative derivative security designed to assist public companies in measuring stock option expense.</li><li>Represented a major federal savings bank in structuring innovative on-balance sheet securitizations of over $1 billion of home equity lines of credit and an on-balance sheet $4 billion asset-backed commercial paper conduit.</li></ul><h5>M+A and Restructuring</h5><ul><li>Represented Banc of California, N.A. in sale of its mortgage banking division and a portfolio of mortgage servicing rights to a leading non-bank mortgage banking company. </li><li>Represented Residential Capital LLC and its affiliates (ResCap) in the sale out of bankruptcy of substantially all of its mortgage servicing rights and operations in one of the largest and most complex negotiated mortgage servicing sales in U.S. history. ResCap was one of the largest U.S. mortgage servicers at the time of its chapter 11 filing, with assets and liabilities each in excess of $15 billion.</li><li>Advised Aames Financial Corporation, initially an NYSE-listed mortgage banking company with substantial private equity ownership, in a reorganization and conversion to a new publicly-held NYSE-listed REIT known as Aames Investment Corporation. The transaction included a merger, the buyout of the private equity interests, an initial public offering of the new REIT's common stock, and a concurrent private placement of common stock to the underwriters. The transaction was valued at approximately $500 million.</li></ul>

Kenneth E. Kohler

Senior Of Counsel

Jeremy Mandell is the co-chair of our Financial Services Group. His practice focuses on financial services regulation, with particular attention to payment and emerging payment issues.Jeremy advises bank, non-bank, and fintech clients on financial services regulatory issues, including issues arising under the Electronic Fund Transfer Act, the Truth in Lending Act, and the Equal Credit Opportunity Act. He has particular experience working on issues related to interbank and emerging payments systems, including blockchain-based payment solutions and stablecoin platforms. He has counseled clients with award-winning apps and innovative products and services on complex issues, bringing a practical, broad-market perspective to product development, ongoing compliance needs, and regulatory engagement.He also has extensive experience working with banks and non-banks on strategic partnerships. As partnerships between banks and fintechs become more prevalent, Jeremy draws on this experience to advise clients on the financial services regulatory and commercial issues that arise in the context of these partnerships.Jeremy is co-editor of The Consumer Finance Law Review, surveying the legal and regulatory approaches to consumer finance law in jurisdictions around the world.Before joining Morrison Foerster, he served as a senior financial services analyst at the Board of Governors of the Federal Reserve System in the Division of Reserve Bank Operations and Payment Systems, where he focused on policy issues related to large-value payments systems. Jeremy leverages this experience to advise clients on various legal and regulatory issues.Jeremy earned his J.D. from The George Washington University Law School in 2010. He earned his M.A. in applied economics from Johns Hopkins University in 2004 and his B.A in economics and international relations from Lehigh University in 2001.

Jeremy Mandell

Co-Chair of Financial Services Group

Maria B. Earley is a financial services regulatory, enforcement, and litigation partner in the Washington D.C. office of Morrison Foerster.Maria is a former Consumer Financial Protection Bureau (CFPB) enforcement attorney with significant experience advising on issues related to consumer protection laws and emerging technology. She advises financial services and fintech companies with respect to product development, regulatory compliance, state and federal litigation, enforcement and examination, state licensing, and transactional matters.Maria works with early- and growth-stage startups as well as large incumbents, providing strategic, business-focused support and often serving as outside general counsel. Her advice spans a range of credit products, bank-enabled products, payments, income share agreements (ISA) and other alternative financing arrangements, and mortgage technology. She represents companies that touch all aspects of these products, including marketplace lending participants, program managers and investors, money transmitters, credit-reporting agencies, and numerous platform service providers.Maria leverages her experience as a former CFPB attorney to help companies navigate the complex and unique issues that arise when interfacing with the CFPB and other financial regulators. She has handled numerous matters involving federal and state regulators, including the CFPB, several state attorneys general, the California Department of Financial Protection and Innovation (CA DFPI) and other state regulatory agencies, the Federal Trade Commission (FTC), Office of the Comptroller of the Currency (OCC), and Federal Deposit Insurance Corporation (FDIC).Maria is committed to creating and sustaining collaborative, innovative, and inclusive environments in the legal community. She serves on the board of the Filipino American Lawyers Association of D.C. She previously served on the boards of the Legal Aid Society of D.C. and the Anacostia Watershed Society, and was co-vice chair of the Litigation and Arbitration subcommittee of the ABA’s Consumer Financial Services Committee.<h4>Representative Matters</h4><ul><li>Represent several companies in CFPB, OCC, FTC, and state enforcement actions concerning alternative lending technology, ISAs, payment services, credit reporting, banking practices, marketing practices, and for-profit education.</li><li>Lead counsel on litigation matters involving federal and state consumer protection laws, including EFTA, FCRA, RESPA, TILA, UDAAP and state credit and licensing laws.</li><li>Served as lead counsel in a True Lender litigation involving the Office of the Attorney General for the District of Columbia.</li><li>Advise fintech platforms and banks concerning strategic partnerships in connection with several as-a-service verticals, including lending, banking, and software.</li><li>Develop consumer and business financing programs for a range of assets, including energy efficient technology, mobile devices, alarm monitoring equipment, and POS systems.</li><li>Provide product development support, develop state licensing strategies, and advise on regulatory requirements related to alternative credit products, mortgage products, unsecured consumer lending, commercial lending, money transmission and ISAs.</li></ul>

Maria B. Earley

Partner

Henry Fields has represented domestic and international financial institutions for more than 40 years. Mr. Fields advises banks in mergers and acquisitions and capital market activities, as well as private equity firms and other investors in the financial institutions sector. Mr. Fields has also represented numerous international banks on the establishment of branches, agencies, and representative offices in the United States.Mr. Fields provides financial services regulatory advice on a broad range of matters, including bank holding company regulation, capital compliance, geographic expansion, new products and services, the margin regulations, and various aspects of the Dodd-Frank Act, such as the Volcker Rule. He also represents financial institutions in compliance and enforcement matters.Mr. Fields was named to The Legal 500 inaugural Hall of Fame, a distinction given to those select attorneys that have been listed as a Legal 500 elite leading lawyer for at least six consecutive years. He has also been recognized for both Banking and Finance Law and Financial Services Regulation Law in Best Lawyers 2024 Edition, and as an expert consultant in Bank Lending by IFLR1000. In 2016, Mr. Fields was awarded Best Lawyers – Los Angeles Lawyer of the Year for Financial Services Regulation Law. In 2015, he received the Robert Frandzel Award in recognition of continued outstanding service to the California banking industry from the California Bankers Association Legal Affairs Committee. He speaks frequently on topics of interest to the financial services industry.Mr. Fields also represents clients in mergers and acquisitions and capital markets transactions in a range of other industries, including branded apparel, consumer goods, and travel services.While attending Yale Law School, Mr. Fields served as the Managing Editor of the Yale Law Journal. He graduated from Harvard College magna cum laude and was elected to Phi Beta Kappa.

Henry Fields

Senior Counsel

Fintech

Financial Services