Ballard Spahr attorneys provide strategic and structural licensing counsel to a broad spectrum of clients—including startups, private equity funds, and Fortune 500 companies. Our experience includes analyzing business plans to identify licensing and regulatory implications; preparing surveys to identify licensing and regulatory implications in all 50 states, the District of Columbia, and most territories; advising strategic purchasers or targets regarding acquisitions, including due diligence of companies, assets and portfolios, transactional structuring, and identifying and obtaining associated state and federal regulatory approvals.
We represent residential and commercial mortgage brokers, lenders, servicers, and loan fulfilment providers in acquiring and maintaining the state licenses necessary to finance, broker, and service mortgages or engage in consumer credit finance activities.
In providing counsel on a wide range of credit products, including home, consumer, commercial, agricultural, student, and auto loans, we offer in-depth knowledge of the federal and state laws and regulations applicable to our licensed clients. Such laws include the Secure and Fair Enforcement for Mortgage Licensing Act (SAFE Act), Truth in Lending Act (TILA), Real Estate Settlement Procedures Act (RESPA), Fair Debt Collection Practices Act (FDCPA), and Consumer Financial Protection Bureau’s (CFPB) Regulations G and H.
A core of our practice includes preparation and submission of company, branch, and, as applicable, individual license applications for virtually all credit-related licenses, as well as assisting with Secretary of State filings, trade name registrations, and other local and business registrations. Our attorneys have worked daily in the Nationwide Multistate Licensing System & Registry (NMLS) on behalf of clients since its inception in 2008 and are well versed in the intricacies of the NMLS. We also assist clients with preparing and submitting applications for government-sponsored enterprises (GSEs) and federal agency approvals (e.g., Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), the U.S. Department of Housing and Urban Development (HUD), the U.S. Department of Veteran’s Affairs (VA), and the U.S. Department of Agriculture (USDA)). In addition, we prepare periodic reports and Mortgage Call Report (MCR) filings; perform risk audits; assist with CFPB and state examinations, including Multi-State Mortgage Committee (MMC) exams; and respond to regulatory matters.
We represent student, consumer, and solar loan lenders and servicers; entities offering retail installment contracts for the purchase of consumer goods; marketplace lenders; and investors who engage in secondary market activities related to these business lines.
We also work with early-stage fintech companies in all of these business lines to help develop products mindful of state licensing and regulatory compliance requirements.
Our attorneys have strong working relationships with key regulators and industry leaders, including the American Association of Residential Mortgage Regulators (AARMR), where the firm is a member of the association’s Industry Advisory Council, the Conference of State Bank Supervisors (CSBS), and the Money Transmitter Regulators Association (MTRA). We leverage those connections to usher clients through the process of obtaining and maintaining any required licenses and approvals, completing audits and examinations, explaining difficult disclosure issues, and reporting changes of ownership, executive management, and qualifying individuals.
- Represent and provide counsel to parties on licensing concerns related to merger and acquisition transactions
- Coordinate with regulatory agencies, including the New York State Department of Financial Services, to gain time-sensitive approvals necessary to complete large-scale multistate transactions
- Coordinate with key control persons to assist with the reporting of material licensing changes
- Analyze proposed business models within the context of regulatory compliance matters and licensing requirements associated with the buildout and daily operations of national financial services operations, including those that wish to employ financial technology projects, including blockchain and distributed ledger technology, digital asset trading platforms, sponsors of tokenized platforms, and operators of emerging payments systems
- Review and report changes to state licensing laws and regulations
- Provide 50-state licensing audits
- Review company records with the NMLS
- Track and respond to periodic reporting obligations to maintain approvals and licenses
- Renew federal approvals and state licenses
- Manage third-party vendor relationships with registered agent and surety bond/insurance coverage providers
- Conduct annual reviews of compliance policies for federal approvals and state licenses
- Represent and provide counsel on structured finance, securitization, and other secondary market transactions on the applicability of related transaction parties’ licenses
- Provide technical review and support for mortgage call report, money services businesses call report, and state-specific report filing requirements
- Respond to client inquiries regarding state, District of Columbia, Guam, Puerto Rico, and U.S. Virgin Island consumer finance laws and applicable federal regulations. Assist clients with registration and compliance issues related to government services agencies (e.g., HUD/FHA, Ginnie Mae, Fannie Mae, Freddie Mac, VA, USDA).
- Represent clients in both adversarial and non-adversarial proceedings before state and federal regulatory agencies, including the Consumer Financial Protection Bureau
- Prepare multistate regulatory surveys of regulatory compliance issues for both financial service providers and consumer service providers
- Assist with the development of policies, procedures, and strategic initiatives to proactively address regulatory compliance deficiencies
- Perform examination preparedness reviews of policies and procedures scrutinized in routine and special examinations by state regulators and the Consumer Financial Protection Bureau
- Review examination requests, documents, and loan files gathered for response, and act as an intermediary during the examination process between the regulatory agent and the client. Negotiate findings with examiners before the examination report is finalized, as well as identify mutually agreeable remediation actions in lieu of issuance of a formal action.
- Assist companies with international licensing issues in a changing regulatory environment
We’ve invested in client-facing technology that helps us provide better client service. Our platform —Ballard360 LicenSync—is a custom suite of proprietary pricing, matter management, and business intelligence tools designed to promote client collaboration, deliver greater transparency, increase cost predictability and efficiency, and give our clients information and insight they need to proactively address business challenges.