Corporate & Business Transactions Banking & Financial Institutions

Mergers and Acquisitions; Transactional Work

• Simple and complex bank mergers and acquisitions
• Branch acquisitions and sales
• Acquisitions and sales of other assets and liabilities (such as deposits, mortgage portfolios, trust businesses, and credit card portfolios)

Financial Services and Products

• Advise clients on design, implementation, disclosure, marketing, and operation of products & services, including consumer and business deposit and credit accounts, overdraft programs, cash management programs, electronic funds transfer and electronic presentment programs, online and mobile banking, direct and indirect auto finance programs, student lending, private banking programs, credit and debit cards, and prepaid cards.
• Streamline consumer disclosures for loans and lines of credit
• Develop documentation for integrated business banking services
• Advise clients on regulatory developments and their effect on existing products and services

Corporate Governance

• Advise financial institutions on structural and governance issues, such as choice of appropriate charter, corporate structure, formation of holding companies, and board of directors issues

Conversions and Reorganizations

• Mutual-to-stock conversions
• Mutual holding-company reorganizations
• Reorganizations into a bank holding company structure
• Charter conversions

Broker-Dealer and Investment Advisors

• Acquisition of broker-dealers and investment advisors
• Advise broker-dealers and investment advisors on a wide array of matters, including structuring joint ventures and other enterprises

Litigation

• Large and small matters regarding compliance
• Unfair or deceptive trade practices
• UCC check liability
• Loan servicing
• Foreclosure practices

Legislation and Regulation

• Represent financial institutions, trade organizations, and others in monitoring, commenting on, analyzing, and drafting legislation and administrative regulations affecting the financial industry
• Represent banks and licensees in the examination process, including responding to examiners’ requests and comments as well as formal responses to Examination Reports

Representing First Connecticut Bancorp, Inc. in $544 Million Transaction

Hinckley Allen is representing First Connecticut Bancorp, Inc. (NASDAQ: FBNK), the holding company for Farmington Bank, in connection with First Connecticut Bancorp’s acquisition by People’s United Financial, Inc. (NASDAQ: PBCT), the holding company for People’s United Bank, N.A., in an all-stock transaction valued at approximately $544 million. Completion of the transaction is subject to customary closing conditions, including receipt of regulatory approvals and the approval of First Connecticut Bancorp, Inc. shareholders.

Updated Statutory Provisions of Connecticut Charter Banking Institutions

One of our attorneys chaired the Law Review Task Force Committee that rewrote and modernized the statutory provisions that govern the authorized “powers,” and the permissible “loans” and “investments” of Connecticut chartered banking institutions.

Licensed Sales Finance Company Operating in 50 States

We represented a sales finance company in response to a Massachusetts Division of Banks Examination Report that alleged extensive compliance violations. We addressed each of the issues raised by the Division in a manner that normalized relations with the licensing authority and preserved the licensee’s good standing in the state.

Online Lead Generator for Mortgage Loans Operating in 50 States

We represented an online company in response to a Massachusetts Division of Banks Examination alleging violations of the SAFE Act and other licensee obligations.

Nationally Recognized Distributor of Prepaid Cards

Our attorneys represented a distributor of prepaid cards in a landmark pre-emption case that upheld nationwide distribution and branding of bank-issued prepaid cards through non-bank channels. Advice on money services business licensing requirements, escheatment, bulk sales programs, anti-money laundering issues, account terms and conditions, marketing and loyalty programs, and requirements of the Office of Foreign Assets Control helped the client create and implement a successful program.

Connecticut Bankers Association and Connecticut Banks

We assisted a group of banks with the creation of the first home-equity line of credit products in Connecticut and represented the Connecticut Bankers Association in negotiating and drafting amendments to Connecticut law in order to accommodate those products in the face of resistance from consumer advocates.

Other Notable Transactions

• We represented Bank Rhode Island ($1.6 billion) in its sale to Brookline Bancorp Inc.
• We advised Union Savings Bank in $35 million cash acquisition of First Litchfield Financial Corporation.
• We represented holding company, New Alliance Bancshares Inc., in six acquisitions and its sale to First Niagara Financial Group.
• We participated in Task Force formed by the Massachusetts Bankers Association to evaluate and comment on streamlined mortgage disclosure documents published by the Consumer Financial Protection Bureau.
• We integrated a features program for a super-regional national bank and disclosures for a national bank consolidating operations in five states.
• We advised NewAlliance Bancshares Inc. in the then-largest and most complex mutual-to-public conversion in banking history, with two simultaneous mergers and more than $1 billion raised.
• We advised Rockville Financial Inc. (a NASDAQ Global Market company) in an $85 million “first step” conversion/initial public offering and formation of a mutual holding company. We were called back to advise in their $170 million “second step” public offering.
• We advised First Connecticut Bancorp Inc. (a NASDAQ Global Market company) in their $172 million mutual-to-stock conversion.
• We represented the new United Bank in completing a transformational merger of equals between legacy Rockville and United Banks, bringing together two financially strong, well-respected institutions. The merger created a leading New England bank with more than 50 branches in two states and nearly $5 billion in assets. Through the merger, Rockville Financial completed the acquisition of United Financial Bancorp. The combined company, known as United Financial Bancorp, trades on the NASDAQ Global Select Stock Exchange under the ticker symbol “UBNK.”
• We represented Bankwell Financial in its initial public offering and acquisition of Quinnipiac Bank & Trust Company.
• We represented Savings Institute and Putnam Savings Bank in their conversions from federal to state banking charters.
• We represent Bankers’ Bank Northeast in its application to establish a bank holding company.
• We represented a private investor in the purchase of a majority interest in a more than $1 billion investment advisor.
• We represented a regional bank in its acquisitions of several independent insurance agencies.