Kevin J. Handly

This course provides a practically oriented introduction to the organization, ownership structures, powers, and regulation of State and Federally chartered banks, savings institutions, and holding companies. Students are introduced to the history and development and current structure of the U.S. banking and thrift industries, the differences in corporate powers between deposit-taking and other types of business organization, the historic roots and current status of America’s “dual banking system,” and the origin, “moral hazards” and other effects and limitations of federal deposit insurance. Through review of assigned commentary, corporate charter and bylaw provisions, judicial and agency decisions, agency policy statements, and Federal and State statutes and regulations, students will examine the evolution, corporate organization and regulation of bank, savings and loan, and financial holding companies, including business powers, capital and liquidity requirements, affiliate and insider transactions restrictions, restrictions on geographic and product line expansion. The course includes critical review of the existing system of supervision, licensing and examination of financial institutions, the application of antitrust principles to the banking industry, and the principles and tools of financial consumer protection. Also reviewed are the supervisory and enforcement powers of the Federal financial regulatory agencies. Focusing on the 2023 failures of Silicon Valley, Signature, and First Republic Bank, the FDIC’s tools and methodologies for resolving failed financial institutions are also examined. The course text is the current (3rd) edition of M.Barr, H.Jackson & M. Tahyar’s Financial Regulation Law & Policy. Weekly lectures are supplemented with topical slides and instructors’ notes, and sample documents from actual transactions. A research paper on an assigned topic of current interest is required.

This course seeks to give students real world experience in the practice of financial services law by immersing them in the day-to-day operations of a law firm, financial services organization, financial nonprofit entity or regulatory agency. Students are expected to work under the supervision of a professional, approved by a Financial Services Law Internship faculty member, who will ensure that the students have a meaningful, relevant and rigorous experience. It is expected that the Internship will involve a minimum of ten hours workplace experience per week. The Graduate Banking Program will exercise its best efforts to arrange relevant internships with entities involved in providing financial services. The Graduate Banking Program will also review and incorporate in the Internship course, appropriate internship opportunities arranged by the student which meet course requirements. Participation is subject to availability of positions and a matching of student interests, prior course work and language skills with the needs of the internship providers.

This course deals with key issues that arise in bank mergers and acquisitions. Business and transactional topics include: merger and acquisition strategies, deal structure and pricing, hostile takeovers and defenses, duties of directors, disclosure obligations, due diligence, mergers of equals, social issues, tax considerations, and accounting issues. Regulatory topics include: federal and state approval processes, regulatory considerations in the structuring of transactions, antitrust considerations, interstate banking issues, the Community Reinvestment Act, thrift and other nonbank acquisitions, Glass-Steagall and Bank Holding Company Act issues, and cross- industry transactions.