The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Gretchen Lamberg, Counsel—Banking and Financial Services
Gretchen Lamberg is counsel in Sidley’s Washington, DC, office and is a member of the firm’s Banking and Financial Services practice, which received the 2019 Chambers USA Award for “Financial Services Regulation.” She represents a wide range of entities involved in financial and payment systems, including insured depository institutions, technology providers, payment processors and systems, and retailers and other merchants. Gretchen has extensive experience in assisting clients with drafting and negotiating a variety of agreements for both back-end services and programs for consumer financial products and services. She also assists clients with respect to regulatory matters, such as responding to regulatory reforms, preparing regulatory filings, interfacing with regulators, and complying with various laws and regulations—including the laws applicable to money transmission and anti-money laundering.
Describe your practice area and what it entails.
The Banking and Financial Services group at Sidley comprises 32 lawyers primarily located in our DC and London offices. Our group specializes in supporting clients in the banking, financial services, and payments industries in connection with transactions, legal compliance, product development, regulatory examinations and enforcement matters, and legislative and regulatory advocacy. The subject matter of our work includes federal and state banking and financial services laws and regulations. While some of our practice focuses on traditional banking, we spend much of our time helping clients address emerging issues and developing new business lines or products.
What types of clients do you represent?
As you might expect, our practice supports banks and other traditional providers of financial products and services, such as bank holding companies and broker-dealers. However, a significant portion of our client base comprises non-bank financial service providers and companies in non-financial industries that partner with, support, or receive services from banks and financial services companies. For example, we represent payment networks, payment and data processors, financial technology companies, virtual currency issuers, physical and online retailers, and money transmitters.
What types of cases/deals do you work on?
All members of our group have practices that include both regulatory and transactional work, while some also support litigation on financial services issues. Transactional work in this area also includes providing compliance and regulatory advice to address issues such as structuring and allocation of compliance responsibilities. My practice is predominately transactional. Representative transactions include supporting both banks and non-banks in transactions that bring new consumer products to the marketplace, such as co-branded credit cards, debit cards, and mobile wallets; negotiating service agreements, such as payment processing agreements; and drafting payment network rules that apply to the participants in their systems.
How did you choose this practice area?
Like many others in our practice group, banking and financial services was not my first stop out of law school. Initially, I worked in a corporate practice in New York City and worked on IPOs, mergers, and private equity deals. I moved to Washington, DC, as a junior associate after 9/11 and the tech crash in 2001. While I enjoyed a transactional practice, I knew that developing an expertise in a particular regulated industry together with a transactional practice would provide more opportunities in DC. Of the various fields, banking and financial services was appealing because it touches every company and person in our society. Sidley’s reputation for high-quality work in a collegial atmosphere is what drew me to the firm.
What is a typical day like and/or what are some common tasks you perform?
My days vary depending on the nature of my projects at any given time. I spend the majority of my time working on deals. On those days, I will likely be found drafting, reviewing, or revising an agreement; having discussions with my client about strategic or technical positions to take in a negotiation; or negotiating a deal with a counterparty. On days when the deal work is lighter, I might be researching a client question, writing a memo, or drafting a compliance policy.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Critical skills in this area are clear and concise writing, the ability to conduct thorough and accurate legal research, and the ability to analyze the application of law and regulation to new fact patterns. A junior associate without experience in the banking and financial services area will be able to acquire the necessary substantive knowledge on the job. However, it would be helpful to take a banking law course in law school. Other courses that may be useful for background include those on Sections 4 and 4A of the Uniform Commercial Code, contracts, accounting, securities, and IP. With technology driving many developments in banking and financial services, a technology background would also be helpful.
What is the most challenging aspect of practicing in this area?
The most challenging part of practicing law in banking and financial services is also the most exciting part. The technology for accessing and providing banking and financial services is evolving quickly. The vast laws and regulations that impact the banking and financial services industry are broad and deep, and they do not evolve at the same pace as financial services technology. Assessing the risk of noncompliance and advising on compliant processes when presented with issues of first impression are challenges; however, developing strategies and solutions to mitigate those risks is exciting.
What are some typical tasks that a junior lawyer would perform in this practice area?
Our practice group tends to staff projects leanly, often with just one partner or counsel and one associate. As a result, we generally give junior lawyers more responsibility and more challenging projects than in a practice area with more layered staffing. A junior associate would likely work on researching questions, writing memos, and supporting transactions by drafting and revising agreements and other transaction documents. Junior lawyers are included from the outset on client calls and communications. Early on, they typically work with many partners and counsel and across subject-matter areas to develop a range of knowledge across topics and to develop working relationships with other lawyers in the group. Over time, associates are able to focus more on specific clients in particular subject matters and/or with specific partners and counsel.
What are some typical career paths for lawyers in this practice area?
Lawyers in this practice area may continue to work in law firms for the duration of their careers. However, there are a variety of other industries in which financial services lawyers may pursue their careers, e.g., in government agencies, such as the Consumer Financial Protection Bureau, the Office of the Comptroller of the Currency, or the Board of Governors of the Federal Reserve System, with regulatory oversight over banks and non-bank financial institutions and financial products. Financial services lawyers also work in-house for banks, payment networks and retailers, or technology companies that support or offer financial products or services to their customers.
How do you prepare for a negotiation?
I prepare for a negotiation by becoming familiar with the proposed transaction and the relevant deal documentation. I then seek to understand the nature of the relationship between my client and the counterparty, including the relative leverage between them, as well as my client’s key goals for the transaction, such as how the deal fits into the overall strategy in the near and long term. Finally, together with the client, I identify the most important issues and deal-breakers to address early in the negotiation and how the client wants to structure the negotiation. For example, does the client prefer that I take the lead, or does the client prefer to take the lead and defer to me on contentious points?