Financial Institutions

Frost Brown Todd offers clients a full range of services related to mergers and acquisitions, complex regulatory issues, strategic planning and navigation through the financial services environment, including issues related to the financial modernization and bailout legislation at the federal level. We regularly counsel boards of directors regarding such issues to ensure that they are fully informed when discharging their sometimes difficult duties.

Our financial institutions practice represents numerous regional and local bank holding companies, state and national banks, thrift holding companies, thrifts and other financial institutions. Our lawyers share practical experience in purchases or divestitures of branches and related assets as well as developing strategic plans for growth and consolidation.

We value all of our financial institution clients, no matter the size, and strive to provide prompt, practical and sound advice to our clients regardless of the issue. In an effort to bring credibility to our clients' positions, our lawyers maintain constructive relationships with federal and state regulators.


  • Mergers and acquisitions of financial institutions for cash or equity
  • Tax-free mergers and stock exchanges
  • Purchase and assumption transactions involving branches, loans or other assets
  • Advice in planning for or defending against hostile takeovers

Corporate Governance, Shareholder and Tax Issues

  • Board of Directors procedures and corporate governance matters
  • Consideration and preparation of tender offers or other redemptions of stock
  • Change in Bank Control Act compliance
  • Various tax matters including the making of elections to be taxed under Subchapter S of the Internal Revenue Code
  • Management and succession planning issues and the preparation of shareholder buy-sell agreements
  • Reorganizations, restructures and problem financings

Regulatory Compliance

  • Participation in and ongoing compliance with the strict requirements of the TARP bailout programs
  • Issues raised by routine regulatory examinations with respect to safety and soundness, CRA matters, BSA issues and compliance, including negotiation of and compliance with a regulatory consent order, formal agreement and memorandum of understanding 
  • Compliance with regulatory capital requirements
  • Preparation of capital plans in responses to regulatory issues
  • Regulation O issues involving loans and other financial relationships with directors and officers
  • Truth in lending, truth in saving, equal credit and other lending and deposit compliance issues
  • Management of disputes and controversies with regulators

New Bank Charters and Holding Companies

  • Advise investment groups in the formation of both state and national banks and holding companies
  • Preparation of organizers and subscription materials and documents, securities solicitation materials and prospectuses
  • Preparation of regulatory applications, charter and deposit insurance

Debt and Equity Financing

  • Initial stock offerings for both banks and bank holding companies
  • Issuance of debt securities and various private placements of securities including convertible debentures and trust preferred securities and other forms of preferred equity


  • Collections and foreclosures
  • Defense of consumer claims and counterclaims 
  • Lender liability defense
  • Employee terminations
  • Bankruptcy
  • Regulatory enforcement actions
  • Employee dishonesty 
  • Workouts

Comprehensive Services for Financial Institutions

  • Employee benefit issues
  • Forming employee stock ownership plans
  • Issuing stock options, stock grants and other employment incentive compensation
  • Secured and unsecured lending transactions
  • Interstate and intrastate bank branching opportunities and regulation
  • Federal and state antitrust law issues
  • The scope of permissible bank activities and services including various insurance and securities brokerage matters
  • Various Internet banking initiatives
  • Problem institution resolutions

Press Releases