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Historically, diverse financial services companies operated in distinct business and regulatory worlds and sought legal services from separate, specialized law firms. In the recent past, these industries have converged, with the banking and other depository institutions, investment management (particularly involving mutual funds), securities brokerage and insurance industries becoming more closely related. While it looks like this may change again, Howard Rice is one of the few law firms in the country to have the expertise that cuts across industry and regulatory lines. We emphasize straightforward and incisive analysis of complex legal and business issues, clear communication and common-sense solutions as the best, most efficient tools for serving our clients. Howard Rice's Financial Institutions and Services group is an interdisciplinary collection of attorneys who represent financial services companies in all areas of law, providing not only commercial, transactional and regulatory counsel, but also advice relating to financings, intellectual property, labor and employment, domestic and international tax and the full range of commercial, securities and other litigation. Our clients include banks, bank holding companies and trust companies, financial holding companies, transaction processors, consumer and mortgage lenders, insurance companies and agents, securities broker-dealers, venture capitalists and underwriters in both registered and exempt securities offerings and investment management clients, ranging from sole proprietors advising a few individuals to large institutional money managers, fund administrators and mutual fund advisers and distributors. Banks, Depository and Similar Institutions The group has assisted clients in the full range of basic transactional and regulatory needs, including representing lenders in all forms of commercial lending transactions. In addition, we have developed special expertise in developing, refining, obtaining clearance for and defending new programs and financial products. We have been particularly active in Internet and other evolving delivery systems. We have dealt extensively and in a wide range of issues with the industry's many federal and state regulators, including the OCC, FDIC, Federal Reserve Board, OTS, HUD, FinCEN and state banking superintendents. The group is intimately familiar with all aspects of banking, consumer finance and deposit law, including the laws governing powers issues (such as the Gramm-Leach-Bliley Act, the USA PATRIOT Act, the Bank Holding Company Act, the National Bank Act and relevant state law), general commercial laws (such as the Uniform Commercial Code), the complex federal array of consumer credit protection laws and regulations (such as Regulation Z, Regulation E and the Real Estate Settlement Procedures Act) and state consumer and commercial credit, money transmitter, and similar laws and regulations. More recently, the group has begun dealing with the Troubled Asset Relief Program (TARP), the Term Asset-Backed Securities Loan Facility (TALF) and the President’s Make Home Affordable Program. Investment Management Securities Brokerage and Investment Banking We have been the legal member of teams formed to develop and obtain clearances for new financial services and products, including the first no-fee offering of mutual funds through a mutual fund "supermarket." The group has helped firms of all sizes develop strategies for coping with their complex regulatory responsibilities and with regulators during inspections. We have defended our clients in both administrative proceedings and civil litigation and helped them through the problems that alleged or real compliance failures can cause, both with regulators and with the public, including conducting internal investigations and acting as legal liaison during regulatory and self-regulatory organizations' investigations. The firm has an extensive practice representing venture capitalists and underwriters in both registered and exempt securities offerings. Our extensive experience in corporate finance combines with the firm's deep and broad experience in securities industry regulation generally to give us a unique perspective on the problems a broker-dealer or other financial intermediary may face in participating in these activities. Insurance Litigation We are involved on an ongoing basis with all types of arbitration and other alternative dispute resolution procedures. Several members of the firm are active arbitrators in the NASD's arbitration program. We have attained outstanding results for clients in a wide range of areas, including defense of consumer and investor class actions, defense of deceptive practices and employee claims, defense of trade secrets and other intellectual property, and defense of groundbreaking decisions by the Board of Governors of the Federal Reserve permitting our clients to pursue new business opportunities. We have been active in defending class actions against NASD members over market-making activities and have extensive experience in civil litigation and administrative proceedings brought by securities regulators and self-regulatory organizations such as the New York Stock Exchange, the NASD and the American Stock Exchange. Areas of Focus
Representative Engagements We have represented The REX Group, originators of the new non-loan home equity product, in developing and offering its product throughout the country. We represented Thomas Weisel and other former partners of Montgomery Securities in connection with their departure from Nationsbanc Montgomery Securities and their formation of Thomas Weisel Partners LLC. We formed an LLC and helped the new firm devise and implement a structure to finance a leading full-service brokerage, investment banking and merchant banking business virtually overnight. Specifically, we provided tax, corporate structuring, intellectual property and broker-dealer regulatory counsel. NextWorld, a new start-up client, is trying to become a dominant player in multipurpose, kiosk-based, check-cashing, ATM machines around the country. We are assisting the founders in setting up the corporate structure, reviewing and complying with all regulatory and other legal requirements and helping to negotiate and document NextWorld's business relationships. We formed The Charles Schwab Corporation as part of our representation of the management of Charles Schwab & Co. in their leveraged purchase of the nation's leading discount broker from Bank of America Corporation. We provided a full range of corporate structuring, tax, securities and regulatory advice (including with regard to the Federal Reserve's approval of novel financing instruments) and services in this transaction, in which no investment bankers were involved. Less than six months later, we represented Schwab in its initial public offering and have remained Schwab's principal outside counsel. We represented Schwab in its historic $3.2 billion acquisition of U.S. Trust Corp. Canadia Bank is the largest bank in Cambodia. It contacted us after the Justice Department seized $5 million of the bank's money in the U.S. under an obscure and previously unused provision of the USA PATRIOT Act. The Justice Department claimed that even though Canadia did not know about alleged money launderers using its bank, Canadia's funds in the U.S. could be seized if it was, at the time, holding deposits of the suspected launderers. We negotiated with the U.S. Attorney's Office in Sacramento, conducted an investigation and finally got the bank's money returned, with interest and an apology from the government. The firm represented the California Department of Insurance in connection with the rehabilitation of Executive Life Insurance Company and acted as counsel for a major insurance carrier in so-called "vanishing premium" class-action suits around the country. Group members have also long advised insurers and other financial service providers concerning various specific forms of insurance and insurance-type products, such as force-placed automobile and force-placed homeowners insurance, debt cancellation contracts and debt suspension agreements, flood insurance and annuity products. This representation has been on both corporate and litigation matters. We represent the U.S. division of a major international insurance company in the development of its Internet strategy, primarily for the sale and delivery of life and disability products, including annuities. A major fund complex had been subpoenaed by federal and state authorities for information regarding possible market-timing activity in the funds. The investment adviser and the independent directors of the funds determined to conduct an internal investigation into potential market-timing transactions by employees of the adviser. We were engaged as independent counsel by the adviser and the independent directors to review the conduct of that investigation and the personal trading of the employees that had been identified during the investigation. In the course of our engagement, we performed a detailed inquiry and developed a definition of market timing, a review procedure and a methodology for assessing damages that provided a practical framework for considering the novel issues presented. Our findings and recommendations were ultimately adopted by our clients. Representative Clients
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