United States: Finance and Banking

In the world of banking regulation, corporate structure matters. One of the most significant structural designations a banking organization can achieve is that of a financial holding company (FHC). This post explains what an FHC is, how it differs from a standard bank holding company (BHC), and how a BHC elects to become one.

Banks face significant restrictions on how they market and price products under anti-tying provisions, but the combined-balance discount exception offers a strategic pathway for relationship-based pricing. Understanding which products qualify and how to properly aggregate household balances can unlock meaningful flexibility while maintaining regulatory compliance.

Bank holding companies often hold equity stakes in portfolio companies under multiple legal authorities, but what happens when merchant banking authority combines with Section 4(c)(6) holdings? Understanding how these combined ownership positions trigger Regulation W's affiliation presumption is critical for compliance with covered transaction restrictions.

In bankruptcies, a debtor or trustee may claw back legitimate payments the debtor made to its creditors within 90 days prior to filing of bankruptcy. In general terms, a preference claim is a transfer made (a) to or for the benefit of a creditor; (b) for or on account of antecedent debt owed by the debtor; (c) while the debtor was insolvent (liabilities exceed assets); (d) within 90 days before the bankruptcy petition was filed or one year if made to an insider; (e) such that it allows the creditor to receive more than it would have received if the debtor had not made the payment and the claim was paid through the bankruptcy process.

Debt-for-equity (D4E) exchanges can be part of a structure in a tax-free spin-off transaction. If structured successfully within the confines of commercial, tax, legal and regulatory parameters, D4E exchanges enable a parent company (ParentCo) to complete the spin-off of an entity (SpinCo) on a tax-free basis and de-lever.

The SEC's Division of Corporation Finance has issued a new exemptive order that significantly reduces the minimum offering period for certain tender and exchange offers involving non-convertible debt securities from 20 business days to just five business days. This order supersedes previous guidance and establishes new conditions under which issuers and their wholly-owned subsidiaries can conduct abbreviated debt tender offers.

A federal court decision clarifies critical enforcement rights under UCC Article 9 for lenders in partner and investor loan programs, addressing the 10-day notice safe harbor, commercial reasonableness standards, and timing requirements for collateral disposition notices. The ruling provides essential guidance on foreclosure procedures when limited partnership interests serve as loan collateral.

The 21st Century ROAD to Housing Act represents the most significant federal housing legislation in three decades, combining comprehensive provisions to address affordable housing supply through regulatory relief for community banks, increased investment caps, and reforms to FHA lending standards. What implications will this landmark bipartisan legislation have for mortgage lenders, institutional investors, and the future of affordable housing in America?

California's Department of Financial Protection and Innovation imposed an $825,000 penalty on Academy Mortgage Corporation following a 2023 ransomware attack, finding that inadequate cybersecurity documentation and governance failures constituted substantive violations.

The SEC has proposed rescinding its 2010 pay-to-play rule that restricted political contributions by investment advisers and their employees to government officials. After nearly sixteen years of enforcement, the Commission now characterizes the rule as having "significant unintended consequences" with draconian penalties for minor violations, proposing instead to rely on existing antifraud provisions to address pay-to-play practices.

The OCC and FDIC have announced a final rule that redefines "unsafe or unsound practice" under Section 8 of the Federal Deposit Insurance Act and revises the framework for Matters Requiring Attention (MRAs). Taking effect November 2, 2026, the rule establishes new regulatory standards governing when agencies may identify unsafe or unsound practices, narrowing the scope to focus on material financial risks and compliance with banking laws while creating separate supervisory communications for less significan

Service contracts between banks and their parent holding companies often include indemnification clauses where the bank agrees to cover losses caused by its own negligence or willful misconduct. This raises an important question about whether such arrangements constitute covered transactions under Regulation W. Understanding the regulatory treatment of these standard commercial terms is essential for compliance officers and legal teams structuring affiliate service agreements.