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.

On August 20, the District of Columbia’s Medical Debt Mitigation Amendment Act of 2026 became effective after being enacted without Mayor Muriel Bowser’s signature.

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.

Asset-based lending against in-transit inventory presents unique legal challenges as lenders navigate UCC Article 7 requirements, negotiable documents of title, and the emerging landscape of electronic bills of lading. This analysis examines how ABL lenders can structure security interests to protect their position when goods are moving through the supply chain, from traditional paper documentation to modern electronic platforms.

On August 10, the Washington DFI entered into a consent order with a mortgage services company resolving allegations that the company performed third-party residential mortgage loan processing...

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 SEC has proposed rescinding Rule 206(4)-5 under the Investment Advisers Act, which currently prohibits certain political contributions and restricts the use of placement agents for soliciting government investors. The proposal addresses concerns about the rule's strict-liability standard, overbroad definitions, and disproportionate penalties for inadvertent violations, while raising questions about whether existing safeguards and state laws provide sufficient protection against pay-to-play practices.

A periodic digest of the headlines, statutory and regulatory changes and court cases involving campaign finance, lobbying compliance, election law and government ethics issues at the federal, state and local level.

The SEC has proposed a comprehensive modernization of federal transfer agent rules that would expressly permit the use of blockchain technology as a master securityholder file. The proposal introduces technology-neutral language alongside new reporting requirements for distributed ledger technology usage and tokenized securities activity.