Four Decades for Justice
Will C. Giles focuses his practice on advising international and domestic banking organizations and other financial institutions on transactional, regulatory, supervisory, enforcement and governance matters.
Mr. Giles has significant experience advising both large financial companies and government agencies regarding bank regulation. From 2010 to 2018, he was an attorney in the Legal Division at the Board of Governors of the Federal Reserve System, rising to the level of Special Counsel. During his time at the Federal Reserve, he advised its principals and senior staff on a host of issues regarding merger and acquisition proposals, change in control matters, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other high priorities for the agency, including rulemakings and other agency efforts regarding resolution planning, qualified financial contracts, total loss absorbing capacity, physical commodities and merchant banking. He also served as a member on the Governance and Controls steering committee of the Large Institution Supervision Coordinating Committee and led the review of a range of novel and complex proposals under the Bank Holding Company Act, Change in Bank Control Act, and Federal Reserve Act.
Mr. Giles’s practice after leaving the Federal Reserve has focused on advising financial companies and trade organizations regarding a broad range of financial reform, regulatory policy and other regulatory advocacy and compliance matters.
Mr. Giles received a B.S.B.A. from the University of Arkansas in 2004, a J.D. from the University of Virginia School of Law in 2007 and an LL.M. in Banking and Financial Law from the Boston University School of Law in 2010.
Mr. Giles joined Cravath in 2021 and was elected of counsel in 2022.
Mr. Giles has significant experience advising both large financial companies and government agencies regarding bank regulation. From 2010 to 2018, he was an attorney in the Legal Division at the Board of Governors of the Federal Reserve System, rising to the level of Special Counsel. During his time at the Federal Reserve, he advised its principals and senior staff on a host of issues regarding merger and acquisition proposals, change in control matters, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other high priorities for the agency, including rulemakings and other agency efforts regarding resolution planning, qualified financial contracts, total loss absorbing capacity, physical commodities and merchant banking. He also served as a member on the Governance and Controls steering committee of the Large Institution Supervision Coordinating Committee and led the review of a range of novel and complex proposals under the Bank Holding Company Act, Change in Bank Control Act, and Federal Reserve Act.
Mr. Giles’s practice after leaving the Federal Reserve has focused on advising financial companies and trade organizations regarding a broad range of financial reform, regulatory policy and other regulatory advocacy and compliance matters.
Mr. Giles received a B.S.B.A. from the University of Arkansas in 2004, a J.D. from the University of Virginia School of Law in 2007 and an LL.M. in Banking and Financial Law from the Boston University School of Law in 2010.
Mr. Giles joined Cravath in 2021 and was elected of counsel in 2022.
Deals & Cases
April 27, 2023
On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.
Deals & Cases
September 06, 2022
On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.
Deals & Cases
August 02, 2022
On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.
Deals & Cases
June 24, 2022
On June 24, 2022, Credit Suisse Asset Management (“CSAM”) announced it has reached an agreement with Bluestone Resources (“Bluestone”) that maps out a plan for the payment of cash to noteholders, including the Supply Chain Finance (“SCF”) funds, which can then be distributed to investors in those funds.
Deals & Cases
June 07, 2022
Cravath represented the underwriters in connection with the $1 billion registered debt offering of HSBC USA Inc., an indirect wholly owned subsidiary of HSBC Holdings plc, a global financial services company. The transaction closed on May 24, 2022.
Activities & Publications
February 07, 2024
On February 2, 2024, Cravath published a memo for its clients entitled “Potential FSOC Scrutiny of ‘Big Tech’ Firms.”
Activities & Publications
November 22, 2023
On November 20, 2023, Cravath published an executive summary‑style alert for its clients, with insights and reflections on the procedural guidance that the Financial Stability Oversight Council (“FSOC”) recently finalized for designating nonbank financial companies as “systemically important financial institutions” (“SIFIs”).
Activities & Publications
July 21, 2023
Cravath of counsel Will C. Giles authored an article entitled “NY Banking Brief: All The Notable Compliance Updates In Q2,” which was published to the website of Law360 on July 13, 2023. The article outlines the most significant legislative and regulatory developments in New York financial services law in the second quarter of 2023, including those related to bank closures, the release of a proposed bill to regulate digital asset activities and the passage of legislation that would empower the New York State Department of Financial Services to regulate fees related to consumer bank accounts.
Activities & Publications
May 02, 2023
On May 1, 2023, Cravath prepared a memo for its clients entitled “FSOC Proposes New Guidance on Nonbank ‘SIFI’ Designation Process.” The memo examines the Financial Stability Oversight Council’s recent proposals concerning its procedures for designating nonbank financial companies as “systemically important financial institutions” and its framework for assessing financial stability risks.
Activities & Publications
January 31, 2023
On January 30, 2023, Cravath distributed a memo for its clients entitled “Summary of Federal Reserve Board Policy Statement on Section 9(13) of the Federal Reserve Act and Related Developments.” The memo examines key takeaways from recent policy pronouncements regarding cryptoassets made by the Federal Reserve Board (“FRB”) and the White House. In that regard, the memo outlines the FRB’s recent policy statement, which effectively prohibits FRB‑regulated banks from engaging in most cryptoasset activities as principal. Please click here to read the memo.
Will C. Giles focuses his practice on advising international and domestic banking organizations and other financial institutions on transactional, regulatory, supervisory, enforcement and governance matters.
Mr. Giles has significant experience advising both large financial companies and government agencies regarding bank regulation. From 2010 to 2018, he was an attorney in the Legal Division at the Board of Governors of the Federal Reserve System, rising to the level of Special Counsel. During his time at the Federal Reserve, he advised its principals and senior staff on a host of issues regarding merger and acquisition proposals, change in control matters, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other high priorities for the agency, including rulemakings and other agency efforts regarding resolution planning, qualified financial contracts, total loss absorbing capacity, physical commodities and merchant banking. He also served as a member on the Governance and Controls steering committee of the Large Institution Supervision Coordinating Committee and led the review of a range of novel and complex proposals under the Bank Holding Company Act, Change in Bank Control Act, and Federal Reserve Act.
Mr. Giles’s practice after leaving the Federal Reserve has focused on advising financial companies and trade organizations regarding a broad range of financial reform, regulatory policy and other regulatory advocacy and compliance matters.
Mr. Giles received a B.S.B.A. from the University of Arkansas in 2004, a J.D. from the University of Virginia School of Law in 2007 and an LL.M. in Banking and Financial Law from the Boston University School of Law in 2010.
Mr. Giles joined Cravath in 2021 and was elected of counsel in 2022.
Mr. Giles has significant experience advising both large financial companies and government agencies regarding bank regulation. From 2010 to 2018, he was an attorney in the Legal Division at the Board of Governors of the Federal Reserve System, rising to the level of Special Counsel. During his time at the Federal Reserve, he advised its principals and senior staff on a host of issues regarding merger and acquisition proposals, change in control matters, implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other high priorities for the agency, including rulemakings and other agency efforts regarding resolution planning, qualified financial contracts, total loss absorbing capacity, physical commodities and merchant banking. He also served as a member on the Governance and Controls steering committee of the Large Institution Supervision Coordinating Committee and led the review of a range of novel and complex proposals under the Bank Holding Company Act, Change in Bank Control Act, and Federal Reserve Act.
Mr. Giles’s practice after leaving the Federal Reserve has focused on advising financial companies and trade organizations regarding a broad range of financial reform, regulatory policy and other regulatory advocacy and compliance matters.
Mr. Giles received a B.S.B.A. from the University of Arkansas in 2004, a J.D. from the University of Virginia School of Law in 2007 and an LL.M. in Banking and Financial Law from the Boston University School of Law in 2010.
Mr. Giles joined Cravath in 2021 and was elected of counsel in 2022.
Deals & Cases
April 27, 2023
On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.
Deals & Cases
September 06, 2022
On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.
Deals & Cases
August 02, 2022
On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.
Deals & Cases
June 24, 2022
On June 24, 2022, Credit Suisse Asset Management (“CSAM”) announced it has reached an agreement with Bluestone Resources (“Bluestone”) that maps out a plan for the payment of cash to noteholders, including the Supply Chain Finance (“SCF”) funds, which can then be distributed to investors in those funds.
Deals & Cases
June 07, 2022
Cravath represented the underwriters in connection with the $1 billion registered debt offering of HSBC USA Inc., an indirect wholly owned subsidiary of HSBC Holdings plc, a global financial services company. The transaction closed on May 24, 2022.
Activities & Publications
February 07, 2024
On February 2, 2024, Cravath published a memo for its clients entitled “Potential FSOC Scrutiny of ‘Big Tech’ Firms.”
Activities & Publications
November 22, 2023
On November 20, 2023, Cravath published an executive summary‑style alert for its clients, with insights and reflections on the procedural guidance that the Financial Stability Oversight Council (“FSOC”) recently finalized for designating nonbank financial companies as “systemically important financial institutions” (“SIFIs”).
Activities & Publications
July 21, 2023
Cravath of counsel Will C. Giles authored an article entitled “NY Banking Brief: All The Notable Compliance Updates In Q2,” which was published to the website of Law360 on July 13, 2023. The article outlines the most significant legislative and regulatory developments in New York financial services law in the second quarter of 2023, including those related to bank closures, the release of a proposed bill to regulate digital asset activities and the passage of legislation that would empower the New York State Department of Financial Services to regulate fees related to consumer bank accounts.
Activities & Publications
May 02, 2023
On May 1, 2023, Cravath prepared a memo for its clients entitled “FSOC Proposes New Guidance on Nonbank ‘SIFI’ Designation Process.” The memo examines the Financial Stability Oversight Council’s recent proposals concerning its procedures for designating nonbank financial companies as “systemically important financial institutions” and its framework for assessing financial stability risks.
Activities & Publications
January 31, 2023
On January 30, 2023, Cravath distributed a memo for its clients entitled “Summary of Federal Reserve Board Policy Statement on Section 9(13) of the Federal Reserve Act and Related Developments.” The memo examines key takeaways from recent policy pronouncements regarding cryptoassets made by the Federal Reserve Board (“FRB”) and the White House. In that regard, the memo outlines the FRB’s recent policy statement, which effectively prohibits FRB‑regulated banks from engaging in most cryptoasset activities as principal. Please click here to read the memo.
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