Finance

The finance team at Dunlap Bennett & Ludwig understands the regulatory frameworks governing financial activity and the commercial realities of operating in competitive capital markets.

We serve a broad range of clients, including these:

• Financial institutions
• Financial services companies
• Private equity funds, venture capital firms, and investment vehicles
• Fintech startups and embedded finance platforms
• Alternative lenders and specialty finance companies
• Broker-dealers and registered investment advisers
• Payment processors and digital asset platforms
• Private credit funds and structured finance participants

WHAT WE DO

Our team counsels clients at every stage of the financial lifecycle, from entity formation and regulatory registration to multimillion-dollar financing transactions, acquisitions, and exit events. We have advised on fund formation, subscription documentation, lending compliance frameworks, anti-money laundering (AML) program development, and audit preparedness, among many other things.

Our attorneys also serve as outside general counsel to emerging financial services companies, offering day-to-day guidance on matters including vendor contracts, cybersecurity governance, investor communications, and regulatory compliance.

Bank regulatory compliance

• Advise banks, thrifts, and credit unions on compliance with federal banking laws, including the Bank Secrecy Act (BSA), the Community Reinvestment Act (CRA), and Dodd-Frank Act requirements
• Counsel on capital adequacy, prompt corrective action requirements, and capital planning
• Advise on BSA and AML program requirements, suspicious activity reporting, and Office of Foreign Assets Control (OFAC) sanctions compliance
• Guide clients on insider lending, affiliate transaction, and corporate governance requirements

Consumer finance compliance and Consumer Financial Protection Bureau (CFPB) matters

• Advise on compliance with federal and state consumer protection statutes, including the Truth in Lending Act (TILA), the Equal Credit Opportunity Act (ECOA), and the Fair Debt Collection Practices Act (FDCPA)
• Counsel on state consumer lending laws, interest rate preemption, and licensing and disclosure requirements for consumer financial products
• Provide guidance on unfair, deceptive, or abusive acts or practices (UDAAP) risk identification and remediation
• Counsel on overdraft programs, fee disclosures, and deposit account compliance
• Advise on credit reporting obligations under the Fair Credit Reporting Act (FCRA) and dispute resolution requirements

Investment advisers, broker-dealers, and securities compliance

• Advise registered investment advisers on SEC registration, Form ADV preparation and amendment, and ongoing compliance program development under the Investment Advisers Act of 1940
• Review fiduciary duty obligations, best interest standards under Regulation Best Interest (Reg BI), and conflicts of interest disclosure
• Advise on marketing rule compliance, performance advertising, testimonial and endorsement disclosures, and social media use by investment advisers
• Counsel on private fund adviser compliance, including exempt reporting adviser obligations and Form PF reporting
• Draft and review insider trading policies, personal trading compliance, and information barrier programs
• Represent clients in SEC investigation responses, subpoena compliance, and securities enforcement proceedings

Fintech, digital lending, and payments regulation

• Advise fintech companies on federal and state licensing strategies, including money transmitter licenses, lending licenses, and mortgage banking licenses
• Examine bank-fintech partnership structures, including program manager agreements, bank sponsorship arrangements, and true lender compliance
• Evaluate regulatory treatment of buy now, pay later (BNPL) products, earned wage access programs, and other novel consumer financial products
• Counsel on Payment Card Industry Data Security Standard (PCI DSS) compliance, payment network rules, and card program management agreements
• Advise on cryptocurrency and digital asset regulatory classification, exchange registration, and compliance with FinCEN, SEC, and Commodity Futures Trading Commission (CFTC) requirements
• Assess open banking, consumer data rights, and compliance with emerging Section 1033 data sharing rules
• Represent fintech companies in state regulatory examinations and enforcement actions by state banking and consumer protection agencies

Private equity, fund formation, and financial services mergers and acquisitions

• Offer guidance on private equity fund formation, including limited partnership agreement drafting, investor side letters, and SEC exempt reporting adviser registration
• Counsel on venture capital fund structures, management company arrangements, carried interest allocations, and co-investment vehicles
• Advise on acquisitions of banks, thrifts, credit unions, and non-bank financial companies, including regulatory approval strategy for FDIC, OCC, Federal Reserve, and state banking agency applications
• Counsel buyers and sellers on change-in-control applications, passivity commitments, and conditions imposed by banking regulators in financial institution acquisitions
• Structure and negotiate commercial lending transactions, including senior secured credit facilities, asset-based lending arrangements, and mezzanine debt

Commercial lending, loan workouts, and creditor rights

• Draft and negotiate commercial loan agreements, security agreements, guaranties, and intercreditor arrangements for banks and non-bank lenders
• Advise on real estate secured lending, including construction loans, permanent financing, and mezzanine lending structures
• Counsel on Small Business Association (SBA) loan program compliance, including SBA 7(a) and 504 loan documentation and guarantee enforcement
• Advise on loan participation and syndicated lending arrangements, including lead bank and participant rights
• Represent lenders and creditors in loan workouts, forbearance negotiations, receiverships, and Chapter 11 bankruptcy proceedings
• Advise on UCC Article 9 secured transactions, lien perfection, and priority disputes
• Represent financial institutions in commercial loan enforcement, foreclosure proceedings, and deficiency actions

Financial services litigation and enforcement defense

• Represent clients in regulatory enforcement proceedings before federal and state financial regulators and in securities fraud claims, investment adviser liability actions, and broker-dealer arbitrations before FINRA
• Defend financial services companies in consumer class actions under federal and state consumer protection statutes
• Defend financial institutions in lender liability claims, commercial loan disputes, and breach of fiduciary duty litigation
• Handle shareholder derivative actions, breach of duty claims against directors and officers of financial institutions, and D&O coverage disputes