Joseph P. Vitale is co-head of the Bank Regulatory Group. He represents banks and other regulated financial institutions with respect to: chartering/licensing; regulatory compliance; mergers, acquisitions and reorganizations; financial transactions; formal and informal regulatory actions; litigations and claims; and legislative and regulatory developments. Joseph also advises parties, including private investment funds, seeking to invest in or acquire banks or other licensed financial service providers. Highlights of Joseph’s practice include representing the majority owners of GMAC in connection with the institution’s conversion into Ally Financial, a complex transaction that included a related $2-billion private recapitalization and the acquisition of $5 billion in public funds; and his representation of both the seller, Cerberus Capital Management, and buyer, TD Bank, in the $6.2-billion sale of Chrysler Financial, including obtaining more than 100 government approvals necessary to close the transaction. Joseph is admitted to federal and state courts for the District of Columbia and the State of New York as well as the U.S. Court of Federal Claims, where, among other matters, he co-litigated a breach-of-contract claim on behalf of a subsidiary of HSBC that resulted in a $96-million judgment against the U.S. government. 

Joseph is recognized by his clients and peers as one of the nation’s leading lawyers for both financial regulatory compliance and financial institutions M&A work, as evidenced by his consistent inclusion in leading directories and client-survey publications, such as Chambers Global, Chambers USA, IFLR1000, The Legal 500 US and New York Super Lawyers. Chambers USA reported that clients give him “strong reviews for his broad regulatory practice,” in particular his “knowledge of the regulatory environment” and “substantive technical knowledge and good advocacy skills.” Others claim that he “definitely gives perspective and context,” “is extremely responsive and is excellent at distilling complex banking rules and regulations in understandable and practical terms,” and that “his advice is really valuable” and “stands the test of time.” The Legal 500 US indicated that clients describe him as “impressive” and praise him for his “pragmatic and creative approach,” and “ability to explain complex matters in plain English” and declare that he “combines an outstanding depth of knowledge with a keen ability to deliver business-ready solutions,” in particular a top-class understanding of the intersection between the private equity and banking industries.” The Legal 500 also noted that his clients are among “the most sophisticated private equity investors in banks” and that he has “been particularly active ensuring Volcker rule compliance for private equity sponsors that invest in banks and vice-versa.”

Representations

Regulatory

Represented a private equity fund in the sale of 24.9 percent of a $600-million savings and loan holding company.

Represented the lead investor in a $1.3-billion private placement of the common stock of one the nation’s 20 largest bank holding companies, a transaction that involved the approval of the Federal Reserve Board and the negotiation of a governance agreement with the company and the U.S. government.

Represented one of world’s largest banks in the sale of an affiliated private equity fund manager with more than $9 billion of assets under management to the world’s largest asset manager.

Represented a major real estate investment, finance, management and development firm (and one of the largest holders of distressed U.S. commercial real estate debt) in its $1.05-billion sale to the nation’s largest commercial REIT.

Represented private equity investors in the recapitalization of a $375-million bank holding company located in Illinois.

Represented private equity investors in the recapitalization of a $1-billion bank holding company located in California.

Represented the largest shareholder of a $500-million national bank, in its sale to a $10-billion savings association.

Represented both the seller (a private investment firm) and the buyer (one of the 15 largest banks in the U.S.) in the $6.2-billion sale of a national consumer finance company, including obtaining more than 100 government approvals necessary to close the transaction.

Represented majority owners of a Fortune 500 mortgage and consumer finance conglomerate in its conversion to a top 15 bank holding company, including a related $2-billion private recapitalization and acquisition of $5 billion in public funds through the TARP.

Represented private investment firm in change in bank control filings before the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions.

Represented private investment firm in acquiring a significant minority interest in a federal savings association with branches in Florida, Maryland.

Represented private equity firm in obtaining regulatory approval from all 50 states, and multiple federal agencies, in connection with acquisition of controlling interest in one of the “big three” U.S. auto manufacturers, including its licensed consumer lending and insurance subsidiaries.

Represented private equity consortium in obtaining regulatory approval, including a special exemption from a federal moratorium, from all 50 states, multiple federal agencies and numerous foreign governments, in connection with acquisition of controlling interest in a Fortune 500 mortgage and consumer finance conglomerate.

Represented domestic private equity firm in the acquisition of the Austria’s largest retail bank, with licensed operations/subsidiaries in the Czech Republic, Hungary, Malta, Slovakia and Slovenia.

Represented group of private investment funds in the acquisition of a significant minority interest in an international bank holding company, with bank subsidiaries in Israel, the United States, the United Kingdom, Switzerland, Luxembourg, Romania and Jersey.

Advised client on state and federal regulatory issues related to creation of a 50-state prepaid credit card and money transmission business.

Represented private investment fund and regulated insurance company in the acquisition of a majority interest in an international reinsurance company with licensed subsidiaries in Bermuda, the Cayman Islands, Guernsey, Ireland, Singapore, the United Kingdom and the United States.

Prosecuted regulatory applications for creation of nationwide Internet money transmission and payment service for Fortune 500 company.

Served as primary outside counsel on regulatory matters for government-sponsored enterprise (banking institution) with over $80 billion in assets.

Filed regulatory applications and conducted correspondence with Office of Thrift Supervision to arrange for approval of sale of major thrift’s Internet loan origination network and subsequent merger of two thrifts totaling over $8 billion in assets.

Represented foreign private equity firm in the acquisition of the assets and business operations of a commercial lender licensed in the State of California.

Represented numerous clients, including several Fortune 500 companies, in chartering federal banking institutions with Office of the Comptroller of the Currency and the Office of Thrift Supervision.

Corporate/Transactional

Represented national Internet money transmission and payments business in the creation of its user agreements and related terms, conditions and disclosures.

Drafted contract forms, policies and procedures, and other documentation for new lending activities of three government-sponsored enterprises with a combined outstanding loan balance of $178 billion.

Responsible for negotiating and drafting derivative transaction agreements, representing over $1 billion in deals, for major investment fund firm.

Drafted and updated standard agreements forming the basis for several clients’ secured lending programs, involving products such as term loans, letters of credit, credit lines, finance loans and sale-leaseback transactions.

Litigation

Successfully co-litigated breach-of-contract claim on behalf of former thrift institution in eight-week trial before U.S. Court of Federal Claims, obtaining a $96-million judgment against the U.S. government.

Represented Fortune 500 secured lender in $4-million contract and commercial law dispute before U.S. District Court for the Southern District of New York.

Represented major credit card bank in first-ever administrative appeal heard by Supervision Appeals Review Committee of the Federal Deposit Insurance Corporation and in related claim under Administrative Procedures Act.

Represented trust bank in major investigation by New York State Attorney General’s Office, U.S. Department of Justice and Office of the Comptroller of the Currency involving alleged fraud and violations of federal rules on market timing and late trading.

Represented Fortune 500 bank in settlement of major anti-money laundering action brought by the DOJ.

Publications

“FDIC Announces Multiple Actions To ‘Promote a More Transparent, Streamlined, and Accountable’ Process for Bank Applicants,” SRZ Alert, Dec. 6, 2018 (co-author)

“Federal Banking Regulators Issue Joint Statement Encouraging Innovation in BSA/AML Compliance,” SRZ Alert, Dec. 5, 2018 (co-author)

Private Equity Funds: Formation and Operation (Practising Law Institute), 2018 (contributor)

Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press) (contributor)

“FinCEN and Federal Banking Agencies Issue Statement on Pooling Resources for BSA Compliance,” SRZ Alert, Oct. 5, 2018 (co-author)

“OCC Begins Accepting Fintech Charter Applications,” SRZ Alert, Aug. 1, 2018 (co-author)

“Fed Publishes Proposed Volcker 2.0,” SRZ Alert, May 31, 2018 

NYDFS Issues Guidance to Deter Fraud and Manipulation in Virtual Currency Markets,” SRZ Alert, Feb. 9, 2018 (co-author)

“OCC Issues Draft Guidance and Requirements for Fintech Charter Applications,” Bloomberg BNA – Banking Report, April 17, 2017 (co-author)

“NYDFS Finalizes ‘First-in-the-Nation’ Cybersecurity Regulation for New York-Regulated Financial Services Companies,” SRZ Alert, Feb. 17, 2017 (co-author)

“Federal Banking Agencies Extend Comment Period on Proposed Cybersecurity Regulations,” SRZ Alert, Jan. 18, 2017 (co-author)

“NYDFS Revises Its Proposed Cybersecurity Regulation for Financial Services Companies,” Harvard Law School Forum on Corporate Governance and Financial Regulation, Jan. 10, 2017 (co-author)

“Federal Banking Agencies Propose New Cybersecurity Regulations,” Harvard Law School Forum on Corporate Governance and Financial Regulation, Nov. 11, 2016 (co-author)

“Federal Appeals Court Rules CFPB Structure Unconstitutional,” SRZ Alert, Oct. 12, 2016 (co-author)

“DOJ and OFAC Take Enforcement Action Against Canadian Payment Processor,” Payments Journal, Oct. 17, 2016 (co-author)

“NYDFS Proposes Detailed and Sweeping Cybersecurity Regulation for Financial Services Companies,” Harvard Law School Forum on Corporate Governance and Financial Regulation, Sept. 24, 2016 (co-author)

“NYDFS Issues AML/Sanctions Programs and Annual Certification Requirements for Banks, Money Transmitters and Check Cashers,” Westlaw Journal — Bank & Lender Liability, Sept. 19, 2016 (co-author)

“NYDFS Proposes New AML/Sanctions Programs and Annual Certification Requirements for Banks, Money Transmitters and Check Cashers,” SRZ Alert, Dec. 4, 2015 (co-author)

“The Volcker Rule,” The Hedge Fund Journal, September 2015 (interview)

“Second Circuit Declines to Rehear Controversial Ruling Affecting Secondary Market for Consumer Loans,” SRZ Alert, Aug. 19, 2015 (co-author)

“CFPB Sues Payment Processors for Failing to Detect Fraud Committed by Others,” SRZ Alert, April 10, 2015 (co-author)

“PayPal Settlement Highlights OFAC Risks for Money Services Businesses,” SRZ Alert, March 27, 2015 (co-author)

“Volcker Rule Update: Agencies Clarify Ability of Non-U.S. Banks to Invest in Third-Party Funds,” SRZ Alert, March 2, 2015

“Virtual Currency Regulation: ‘BitLicense’ Re-Proposed by NYDFS,” SRZ Alert, Feb. 6, 2015 (co-author)

“Volcker Rule Deadline Extended to July 21, 2017 for Pre-2014 Fund Activity,” SRZ Alert, Dec. 19, 2014

“CFPB Issues Proposed Rule to Provide Additional Federal Consumer Protections for Prepaid Products,” SRZ Alert, Nov. 18, 2014 (co-author)

“CFPB Issues Larger Participants Rule for International Money Transfer Market,” SRZ Alert, Sept. 17, 2014 (co-author)

“FinCEN Issues Administrative Rulings Clarifying the Definition of Money Transmitter,” SRZ Alert, May 1, 2014 (co-author)

“Federal Reserve Scheduled to Vote on Final Rule Establishing Enhanced Prudential Standards for BHCs and FBOs,” SRZ Alert, Feb. 12, 2014

“Summary of Final Volcker Rule Regulation — Compliance Programs,” SRZ Memorandum, Jan. 23, 2014 (co-author)

“Summary of Final Volcker Rule Regulation — Proprietary Trading,” SRZ Memorandum , Jan. 7, 2014 (co-author)

“Summary of Final Volcker Rule Regulation — Fund Activities,” SRZ Memorandum, Dec. 23, 2013 (co-author)

“Final Volcker Rule Released and Conformance Period Extended One Year,” SRZ Alert, Dec. 10, 2013

“Volcker Rule May Be Finalized Next Week,” SRZ Alert, Dec. 3, 2013

“CFPB Updates Remittance Rule Compliance Guide and Issues Clarifying Amendment and Technical Correction,” SRZ Alert, Aug. 13, 2013 (co-author)

“Consumer Financial Protection Bureau Issues Final Rule Regarding Supervision of Nonbanks That Pose Risks to Consumers,” SRZ Alert, July 18, 2013 (co-author)

“Asset Manager M&A Deals,” SRZ White Paper, May 14, 2013 (co-author)

“Fed Extends Comment Period on Proposed Rule for FBOs and Foreign Nonbank Financial Companies,” SRZ Alert, Feb. 26, 2013 (co-author)

“Unlimited FDIC Deposit Insurance Coverage Set To Expire at Year's End,” SRZ Alert, Dec. 28, 2012 (co-author)

“Banking Agencies Announce Delay in Implementing New Capital Rules,” SRZ Alert, Nov. 9, 2012 (co-author)

“Federal Regulators Finalize Stress Testing Requirements for SIFIs and Mid- to Large-Sized Banking Organizations,” SRZ Alert, Oct. 19, 2012 (co-author)

“Federal Reserve Board Considers Delaying Company-Run Stress Test Requirement for Midsized Institutions,” SRZ Alert, Aug. 28, 2012

“Regulators Issue Final Guidance Regarding Stress Testing for Large Banking Organizations,” SRZ Alert, May 15, 2012 (co-author)

“Fed Clarifies Volcker Rule Conformance Period Expectations,” SRZ Alert, April 20, 2012 (co-author)

“FSOC Issues Final Rule on Designating Nonbanks as ‘Systemically Important’ — What Private Fund Managers Need to Know,” SRZ Alert, April 12, 2012 (co-author)

“Senate Considers Bipartisan Response to Volcker Timing Problem,” SRZ Alert, March 22, 2012 (co-author)

“Federal Reserve Board Extends Comment Period on Proposed Enhanced Prudential Standards and Early Remediation Rule,” SRZ Alert, March 2, 2012

“OCC Proposes Stress Test Requirements for National Banks and Federal Savings Associations,” SRZ Alert, Jan. 25, 2012

“FDIC Proposes Stress Test Requirements for Large Nonmember Banks,” SRZ Alert, Jan. 19, 2012

“Federal Reserve Proposes Enhanced Prudential Standards and Early Remediation Requirements,” SRZ Memorandum, Jan. 11, 2012 (co-author)

“Summary of Proposed Volcker Rule Regulation — Proprietary Trading,” SRZ Alert, Oct. 12, 2011 (co-author)

“Summary of Proposed Volcker Rule Regulation — Fund Activities,” SRZ Alert, Oct. 11, 2011 (co-author)

“Volcker Rule Implementation to be Proposed,” SRZ Alert, Oct. 6, 2011

“New Paradigm in Asset Manager M&A: Financial Institution Alliances with Hedge Fund Managers,” The Hedge Fund Journal, November 2010 (co-author)

“Dodd-Frank Becomes Law: Key Issues for Private Fund Managers,” The Hedge Fund Journal, September 2010 (co-author)

“Check 21: A Winning Hand for Brokerage Firms, Too?,” Journal of Payment Systems Law, January 2006

Speaking Engagements

“Let’s Make a Bank!: Developments in De Novo Bank, Industrial Loan Company and FinTech Charters,” American Bar Association 2019 Business Law Section Spring Meeting, Vancouver, March 2019

“Specialty Activism: REITs, Banking, Litigation and ’40 Act Funds,” SRZ 9th Annual Shareholder Activism Conference, New York, October 2018

“Industrial Loan Companies: Why Alt-lenders are Pursuing an ILC Charter” LoanTape: Legal + Regulatory Conference, New York, January 2018

“Fintech: Do New Technologies Require New Regulatory Approaches?” Financial Markets Association 2017 Legal and Legislative Conference, Washington, D.C., October 2017

“Trends in Financial Services M&A,” Mergermarket Financial Services M&A Forum, New York, November 2016

“Corporate Governance and Board Oversight Over Security Issues at Banks,” ABA 2016 Business Law Section Annual Meeting, Boston, September 2016

“Bank Partnership and the Valid When Made Doctrine: Update on Madden v. Midland,” 2016 Consumer Financial Services Conference, Baltimore, April 2016

“Financial Services M&A at a Glance,” Mergermarket Financial Services M&A Forum, New York, November 2015

“Dodd-Frank: 5 Years Later,” Money20/20, Las Vegas, October 2015

Moderator, “Volcker and Enhanced Prudential Standards,” Financial Markets Association Legal and Legislative Issues Conference, Washington, D.C., October 2015

“Strategic M&A in the Financial Services Industry,” Mergermarket Financial Services M&A Forum, New York, November 2014

“When Bad Things Happen to Good Companies,” Money20/20, Las Vegas, November 2014

“Risk Management for Today’s Financial Institutions,” NYSE Governance Services Banking Industry Board Forum, New York, October 2014

MFA Investor Relations and Business Development Forum, New York, April 2014

“The Final Volcker Rule: What Private Fund Managers Not Affiliated with a Bank Need to Know,” SRZ Webinar, February 2014

“Compliance,” IIB Volcker Rule Seminar, New York, January 2014

“Final Volcker Rule: Overview and Likely Implications,” PLI Webinar, January 2014

“Strategic M&A in the Financial Services Industry,” Mergermarket Financial Services M&A Symposium, New York, November 2013

Moderator, “General Counsels Roundtable” and “Volcker Rule,” FMA Legal and Legislative Issues Conference, Washington, D.C., October 2013

“Difficulties Banks and Non-Bank Partners Face When Launching Innovative Payment Products,” Money20/20 v2.0, Las Vegas, October 2013

“Bank Mergers and Acquisitions,” ABA Business Law Section Spring Meeting, Washington, D.C., April 2013

“Risk Management Issues for Boards to Consider,” NYSE and Corporate Board Member Bank Strategy Forum, New York, March 2013

“Manager Acquisitions and Spinoffs,” SRZ 22nd Annual Private Investment Funds Seminar, New York, January 2013

“Strategic M&A in the Financial Services Industry,” Mergermarket 3rd Annual Financial Services M&A Symposium, New York, November 2012

“Investing in Banking Institutions: What Every Activist Must Know,” SRZ 3rd Annual Shareholder Activism Conference, New York, October 2012 

“Providing Legal Guidance in an Uncertain Federal Regulatory Landscape for Emerging Payment Systems,” ACI 4th National Emerging Payment Systems Conference, September 2012

“The Future of Retail, Commercial and Investment Banking,” Mergermarket Financial Services M&A Symposium, November 2011

“The Ramifications of Dodd-Frank: The Volcker Rule,” Global Association of Risk Professionals Webinar, September 2011

“Recovery and Resolution Planning: A Private Sector Perspective,” FDIC and PRMIA 3rd Annual Global Financial Services Risk Management Symposium, Arlington, Va., May 2011

“CARD Act and Dodd-Frank/Durbin Post Mortem,” Prepaid Expo USA, Orlando, Fla., March 2011 

“The Volcker Rule et al.: The Future of Banks as Both Investors and Investments,” ACI 18th Private Equity Summit, New York, February 2011

“Investing in Financial Institutions,” SRZ 20th Annual Private Investment Funds Seminar, New York, January 2011

“Outlook for the Global Financial Services Industry,” Mergermarket Financial Services M&A Symposium, November 2010

“Developments in U.S. Financial Institution Regulation,” The Changing Face of Global Financial Services Regulation Webinar, The Cross Border Group, November 2009

“Legal Considerations when Helping Consumers Build and Access Credit with Prepaid Cards,” Prepaid Expo USA , Las Vegas, March 2008

“Navigating the Legal and Regulatory Minefield of Network Branded Prepaid Cards,” Prepaid Expo USA, Las Vegas, February 2007

Memberships

  • American Bankers Association
  • American Bar Association, Banking Law Committee
  • Institute of International Bankers
  • Financial Markets Association
  • Network Branded Prepaid Card Association

Distinctions

  • Chambers Global
  • Chambers USA
  • IFLR1000
  • The Legal 500 US
  • New York Super Lawyers