Mr. Clegg represents banks, financial services companies, and their directors and officers in enforcement actions, administrative proceedings, and investigations initiated by the OCC, FDIC, Federal Reserve, and CFPB, as well as FinCEN, FTC, SEC, DOJ, and state AGs. Mr. Clegg assists clients in responding to supervisory findings and in navigating regulatory examinations. He also advises banks, fintechs, and other financial service providers on a variety of federal and state regulatory issues related to consumer compliance, BSA/AML, mergers and transactions, risk management, governance, and operations.
Mr. Clegg serves as a Vice Chair of the Enforcement, Insider Liability, and Troubled Banks subcommittee of the ABA Banking Law Committee.
Mr. Clegg was previously an enforcement counsel at the OCC in Washington, D.C. Before joining the OCC, Brendan clerked for the Hon. Tucker L. Melancon in the Eastern District of New York.
Practice Areas:
Representative Transactions:
- Counseled large, regional, and community banks regarding enforcement action consequences and supervisory communications with the OCC, FDIC, FRB, and CFPB, and provided strategic advice regarding potential implications on merger and acquisition planning, public company disclosures, regulatory applications, and private litigation.
- Prepared supervisory communications and 15-day letter responses in response to proposed enforcement actions by federal and state banking agencies related to a range of substantive regulatory areas, including BSA/AML, FDPA, SCRA, fair lending, corporate governance, and unsafe and unsound practices.
- Negotiated terms of consent orders, formal agreements, civil money penalties, MOUs, safety and soundness plans, IMCRs, board of director resolutions, and other enforcement measures for banks against federal and state banking agencies and the CFPB.
- Defended banks in complex parallel investigations initiated by the federal banking regulators alongside the SEC and DoJ.
- Counseled national, state member, and state nonmember banks, as well as outside investor groups, in submitting applications and notices regarding proposed acquisitions, sales, strategic investments, changes in control, bank holding company designations, charter conversions, branching activities, establishment of operating and financial subsidiaries, and consolidation of affiliates.
- Prepared responses to findings and conclusions in agency reports of examination, developed action plans for addressing Matters Requiring Attention and other supervisory mandates, and assembled submissions for agency subpoenas and civil investigative demands.
- Chaired deposition defense of bank directors and officers of banks, and represented individuals in investigations and enforcement action proceedings against various federal regulators as targets and witnesses.
- Advised banks on an array of day-to-day safety and soundness matters, with a focus on impacts to risk management, third-party vendor oversight, and corporate governance, as well as substantive compliance with BSA/AML, OFAC, affiliate transactions, insider lending, flood compliance, servicemember protection, unfair and deceptive acts and practices, and fair lending laws and regulations.
- Prepared required applications and submissions on behalf of banks and individuals in troubled condition status, and advised bank directors and officers on questions related to indemnification and D&O insurance coverage.
- Conducted internal investigations related to compliance with internal policies and procedures and applicable regulations, and submitted reports to senior management and boards of directors.
- Analyzed permissibility of activities under agency regulations and guidance related to mergers, acquisitions, and divestitures of subsidiaries and affiliates.
- Advised banks on fintech partnership, true lender, preemption, and rate exportation issues.
- Prepared and conducted board of director trainings related to supervisory and regulatory topics.
Publications:
Bank Director, Supreme Court Decision Signals Changes for Bank Agency Enforcement Processes (July 24, 2024) | Link
Bank Director, Proposed Legislation Expands Enforcement Authority Against Bank Officers, Directors (Sept. 27, 2023) | Link