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 Securities and Exchange Commission and Commodity Futures Trading Commission have announced another extension of the compliance date for Form PF amendments, pushing the deadline from October 2026 to July 2027. This extension comes as the agencies consider proposed amendments that would significantly roll back the 2024 reporting requirements before they take effect. Private fund advisers must continue following existing Form PF reporting frameworks while monitoring these ongoing regulatory developments.

The Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation have issued a final rule that formally defines "unsafe or unsound practice" for the first time, tying it to material financial risk rather than subjective factors. The rule raises the threshold for issuing matters requiring attention and introduces a "substantial compliance" standard for terminating enforcement actions, potentially addressing longstanding industry concerns about regulatory overreach and debanking.

Fintech-bank partnership term sheets serve as more than preliminary pricing documents—they establish critical business terms, regulatory positions, and set the foundation for successful long-term relationships. Understanding how to strategically negotiate these agreements can prevent costly missteps and ensure both parties align on key operational and risk allocation issues from the outset.