Many of Ropes & Gray’s attorneys focus their practices on the issues affecting the rapidly changing financial services industry. We have a comprehensive understanding of trading markets, derivatives transactions, and the regulatory and litigation challenges, including subprime, auction rate securities and other matters, faced by industry participants. Our industry knowledge together with our extensive transactional experience provides us with frequent opportunities to serve as lead legal counsel on complex financial services transactions.
We provide clients with legal services covering the full range of their business needs and issues, including:
- Business restructurings
- Joint ventures
- Strategic alliances
- Intellectual property matters
- Mergers & acquisitions
- Private equity transactions
- Debt and equity offerings
- Asset divestitures and acquisitions
- Litigation and arbitration
Our work for financial services companies includes:
- Asset Management
- Banking and Finance
- Insurance, Insurance Brokers and Related Services
- Payment Processing and Financial Business Services
- Cole Credit Property Trust II. Represented the Special Committee of Cole Credit Property Trust II Inc., a real estate investment trust, in the sale of Cole Credit Property Trust II to Spirit Realty Capital.
- SteelPath Capital Management. Represented SteelPath Capital Management in its sale to OppenheimerFunds, a privately owned investment manager.
- State Street Bank & Trust Co. in multiple actions arising out of investment losses in mutual funds and unregistered common trust funds due to exposure to mortgage-backed securities. These cases include a class action under ERISA on behalf of a putative class of scores of retirement funds, an action under the federal securities laws, and cases asserting state law contract and fiduciary duty theories.
- Successfully defended the fees of the Oakmark Funds in the U.S. Supreme Court case of Jones v. Harris Associates, which set the standard by which “excessive fee” claims under Section 36(b) of the Investment Company Act are measured, endorsed the primacy of independent fund directors in setting fees, and rebuffed attempts by plaintiffs’ lawyers to encourage increased judicial scrutiny of fees. Defeated similar claims against Ameriprise Financial in the 8th Circuit in the first appellate interpretation of Jones.
Banking and Finance
- Monitor Company. Represented Monitor Company Group, a business and financial advisory firm, in its $116 million sale to Deloitte Consulting.
- State Street Corporation. Represented State Street Corporation in its $550 million acquisition of Goldman Sachs Administration Services Company Limited, an investment adviser arm of Goldman Sachs that primarily manages hedge funds.
- Saxo Bank. Represented TPG Capital in its acquisition of Saxo Bank, a Denmark-based investment bank.
- Goldman, Sachs & Co., in January 2013, we secured a jury verdict in favor of Goldman following a five-week trial in the U.S. District Court for the District of Massachusetts in which the plaintiff claimed $1 billion in damages. The founders and majority shareholders of the speech recognition company Dragon Systems brought the case against Goldman for its role as financial adviser to Dragon in its all-stock sale to Lernout & Hauspie (L&H) in 2000. Shortly after the transaction, L&H was revealed to have perpetrated a massive accounting fraud, resulting in its eventual bankruptcy, and rendering worthless the L&H stock that the Dragon shareholders received in the deal. The plaintiffs claimed that Goldman negligently failed to detect the L&H accounting fraud, failed to disclose its concerns with Dragon’s due diligence process, and otherwise misled them about the transaction.
- An international financial services firm in an SEC investigation into the sale of certain structured products to retail customers.
- Concord Wealth Management. Represented LPL Investment Holdings, the holding company for one of the nation’s largest independent broker-dealer networks, in its acquisition of Concord Wealth Management, a developer of wealth management solutions for financial institutions.
- LPL Financial. Represented LPL Financial in its acquisition of IFMG Securities, a leader in providing banks, savings and loans, and credit unions nationwide with a portfolio of investment and insurance products, from SunLife.
- TD Ameritrade. Represented Silver Lake Partners in connection with the merger of Ameritrade and TD Waterhouse to form TD Ameritrade.
- A large investment bank/broker dealer in SEC and CFTC investigations into its proprietary and customer trading accounts, including accounts in its foreign affiliates, as well as FINRA, CME, CBOE, ICE and OCX investigations concerning automated trading systems, positions limits exemptions and violations, block trading execution, alleged wash trades, and other areas.
Insurance, Insurance Brokers and Related Services
- Transatlantic Holdings. Represented Alleghany Corp. in its acquisition of Transatlantic Holdings, a company that offers reinsurance capacity for a range of property and casualty products to insurers and reinsurers on a treaty and facultative basis.
- Hanover Insurance. Represented Hanover Insurance Group in separate transactions involving: (1) the acquisition finance for Hanover’s purchase of The Chaucer Group plc, (2) the sale of Hanover's life insurance subsidiary, First Allmerica Financial Life Insurance Company (FAFLIC), to Commonwealth Annuity & Life Insurance Co., a subsidiary of The Goldman Sachs Group, (3) the sale of its premium finance subsidiary, AMGRO, to Premium Financing Specialists, (4) Hanover's acquisition of Citizens Corporation and (5) the sale of Hanover's universal life insurance business to John Hancock Financial Services.
- Palisades Safety and Insurance Association. Represented Palisades Safety and Insurance Association, an affiliate of Plymouth Rock Insurance Corporation, in its multimillion dollar acquisition of The Prudential Property and Casualty Insurance Company of New Jersey, the New Jersey property and casualty unit of Prudential Financial.
- Lead trial counsel, winning a 12-week jury trial in New York, defeating the $3.5 billion coverage claim of the WTC lessee and building owner.
- Represented insurers in class action suits alleging antitrust and RICO violations by insurance brokers and a host of insurance companies.
Payment Processing and Financial Business Services
- Genpact. Represented Bain Capital in its acquisition of Genpact Ltd., a provider of finance and accounting services.
- Veritable. Represented Affiliated Managers Group in its acquisition of Veritable LP, an employee- owned investment manager.
- MYOB. Represented Bain Capital in its acquisition of MYOB Limited, Australia’s leader in financial software solutions.
- Heartland Payment Systems. Winning dismissal of all class action claims in litigation stemming from an alleged data breach.