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
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.
Activities & Publications
January 27, 2023
On January 26, 2023, Cravath distributed a memo for its clients and other stakeholders entitled “Summary of New York Department of Financial Services Guidance on Virtual Currency Custodial Structures.” The memo examines an industry letter issued by the NYDFS, which provides guidance regarding virtual currency custody activities and is applicable to entities licensed under the state’s virtual currency regulations and limited purpose trust companies. The guidance clarifies standards and practices meant to ensure a high level of customer protection and reiterates existing expectations and requirements related to customer disclosures.
Activities & Publications
January 12, 2023
On January 10, 2023, Cravath updated a previously published memo for its clients entitled “Outline re: Section 1033 of the Dodd‑Frank Act,” which provides an overview of Section 1033 and the Consumer Financial Protection Bureau’s efforts to start implementing regulations for this “open banking” provision of the Dodd‑Frank Act. The updated memo includes information regarding the CFPB’s “Outline of Proposals and Alternatives Under Consideration” regarding a rulemaking pursuant to Section 1033, which was published on October 27, 2022. The outline will be periodically updated as warranted.
Activities & Publications
January 03, 2023
On January 3, 2023, Cravath prepared for its clients a memo entitled “Basel Committee Finalizes Prudential Standard for Cryptoasset Exposures.” The memo analyzed the Basel Committee on Banking Supervision’s finalized prudential standard, which outlines the agency’s classifications of different cryptoassets and minimum capital requirements based on various risks. The memo also reviews changes from the agency’s second consultative document based on issues raised in comments and notes how the final standard could shape aspects of the cryptoasset landscape in the coming years.
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
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.
Activities & Publications
January 27, 2023
On January 26, 2023, Cravath distributed a memo for its clients and other stakeholders entitled “Summary of New York Department of Financial Services Guidance on Virtual Currency Custodial Structures.” The memo examines an industry letter issued by the NYDFS, which provides guidance regarding virtual currency custody activities and is applicable to entities licensed under the state’s virtual currency regulations and limited purpose trust companies. The guidance clarifies standards and practices meant to ensure a high level of customer protection and reiterates existing expectations and requirements related to customer disclosures.
Activities & Publications
January 12, 2023
On January 10, 2023, Cravath updated a previously published memo for its clients entitled “Outline re: Section 1033 of the Dodd‑Frank Act,” which provides an overview of Section 1033 and the Consumer Financial Protection Bureau’s efforts to start implementing regulations for this “open banking” provision of the Dodd‑Frank Act. The updated memo includes information regarding the CFPB’s “Outline of Proposals and Alternatives Under Consideration” regarding a rulemaking pursuant to Section 1033, which was published on October 27, 2022. The outline will be periodically updated as warranted.
Activities & Publications
January 03, 2023
On January 3, 2023, Cravath prepared for its clients a memo entitled “Basel Committee Finalizes Prudential Standard for Cryptoasset Exposures.” The memo analyzed the Basel Committee on Banking Supervision’s finalized prudential standard, which outlines the agency’s classifications of different cryptoassets and minimum capital requirements based on various risks. The memo also reviews changes from the agency’s second consultative document based on issues raised in comments and notes how the final standard could shape aspects of the cryptoasset landscape in the coming years.
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