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Chief Counsel's Office

Benjamin W. McDonough

Benjamin W. McDonough
Senior Deputy Comptroller and Chief Counsel

The primary mission of the OCC's Law Department is to provide high quality and timely work efficiently and effectively in support of the agency's goals and strategic objectives, including the following:

Responsibilities include the following:

  • Provide legal analyses and interpretations, consistent with law and regulation, that support a safe and sound, vibrant, and diverse system of national banks and federal savings associations; and that encourage responsible innovation in the banking industry to meet the needs of consumers, businesses and communities.
  • Provide legal support for administrative actions to enforce compliance with applicable laws and regulations and safe and sound practices by national banks, federal savings associations, and institution-affiliated parties, as necessary.
  • Provide legal advice on the application of consumer laws and regulations to ensure that consumers have fair access to financial services and are treated fairly.
  • Provide legal counsel and support on a broad range of federal laws that apply to national banks' and federal savings associations' capital markets and trust/fiduciary activities.
  • Analyze legislation affecting national banks, federal savings associations, and OCC agency operations.
  • Provide drafting support and legal advice with respect to OCC rulemakings.
  • Provide legal advice on international banking issues and prepare cross-border agreements to support collaboration with international regulators on the identification of systemic risk and the efficient supervision of financial systems.
  • Represent the Comptroller of the Currency in litigation involving OCC's decisions and operations, the National Bank Act, and the Home Owners Loan Act.
  • Provide legal support for timely and sound decisions on corporate applications in support of a vibrant, diverse, and innovative system of national banks and federal savings associations.

Leadership

Sub-Organizations

The Administrative and Internal Law group:

  • Serves as the OCC's counsel on a variety of matters affecting the administration of the Agency's business:
    • Provides counsel to the OCC's Office of Management regarding procurement matters (including bid protests), lease negotiations and lease terms for offices across the United States, and financial matters, including federal tax law and federal travel regulations;
    • Provides advice regarding Freedom of Information Act (FOIA) appeal decisions, administration of the Privacy Act, delegations of authority, and information sharing and disclosure;
    • Provides counsel to OCC managers on employment law, labor relations law and collective bargaining issues; represents the OCC at labor arbitrations and at administrative proceedings before the Federal Labor Relations Authority;
    • Provides counsel to Equal Employment Opportunity staff and OCC managers regarding equal employment law; and
    • Provides guidance to the Chief Counsel in administering the OCC ethics program.

The Bank Advisory group:

  • Serves as the OCC's counsel on a broad range of activities and corporate structures of national banks, federal savings associations and federal branches and agencies:
    • Advises licensing on matters including charters, mergers and acquisitions, changes in control, operating and financial subsidiaries, and non-controlling investments in other entities;
    • Provides counsel relating to the ongoing activities of national banks and federal savings associations that could present operational risks affecting their safety and soundness, including electronic banking, third-party service providers, lending limits, affiliate transactions, and real estate and leasing activities;
    • Provides legal support with respect to problem bank and resolution matters in both domestic and cross-border contexts, including receiverships, conservatorships, and voluntary liquidations; and
    • Coordinates with other federal financial agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Federal Financial Institutions Examination Council, and the Financial Stability and Oversight Council on resolution issues.
  • Serves as the OCC's counsel on a wide range of consumer-related issues:
    • Advises the OCC's supervisory, compliance, licensing, enforcement, community affairs, and customer complaint resolution units regarding consumer protection, fair lending, and community development and Community Reinvestment Act matters, as they apply to national banks and federal savings associations;
    • Advises other groups within the Law Department and lines of business regarding fair access to bank services, bank community development powers and community reinvestment activities; and
    • Collaborates internally with OCC lines of business and externally with the Consumer Financial Protection Bureau, the other federal banking agencies, and other responsible governmental agencies regarding the development, implementation, and consistent application of consumer-related regulations and policy guidance.
  • Serves as the OCC's counsel on legislative and regulatory matters:
    • Develops and drafts the OCC's regulations and provides legal counsel for the agency's compliance with the various federal statutes and, where applicable, executive orders that govern the rulemaking process;
    • Monitors pending legislation of significance to national banks, federal savings associations, or the OCC, and provides legal support for the agency's legislative work;
    • Provides legal advice on international banking issues relating to foreign banks' federal branches or agencies in the United States and the foreign operations of national banks and federal savings associations;
    • Provides legal advice on issues relating to national banks' and federal savings associations' regulatory capital requirements; and
    • Provides legal advice on issues relating to cybersecurity as it affects national banks and federal savings associations.
  • Serves as the OCC's counsel on a broad range of banking, securities, commodities, and corporate governance matters:
    • Drafts legal memoranda, opinions, and interpretive letters;
    • Advises examiners, policy staff, and banks on matters including capital markets activities (e.g., commodities, securities, derivatives, central counterparties, and structured finance); asset management activities (e.g., trust, fiduciary, custody, and prime brokerage); Dodd–Frank Act provisions (e.g., the Volcker Rule and Title VII's amendments to the securities laws and the Commodity Exchange Act); accounting; annuities, insurance and debt cancellation contracts; and tying;
    • Provides subject matter expertise with respect to analyzing legislation, and enforcement and litigation matters; and
    • Coordinates with the Securities and Exchange Commission, the Commodity Futures Trading Commission, the federal banking agencies, and other regulatory agencies regarding rulemaking, legal interpretations, etc.

The District Counsel Offices:

  • Serve as frontline legal advisors to the OCC's District Deputy Comptrollers and bank examiners in the OCC's Districts:
    • Provide legal advice to large, midsize, and community bank teams and federal branch and agency examination teams;
    • Provide banking companies, bank counsel, and law firms with information and clarification regarding OCC rules, policies, and other matters affecting their institutions or clients;
    • Liaise with representatives of state banking departments and other local offices of federal and state agencies regarding issues of mutual interest;
    • Provide legal support on midsize and community bank enforcement actions;
    • Conduct legal training programs for examiners;
    • Represent the Law Department as speakers at seminars and conferences; and
    • Prepare a variety of corporate opinions and legal advisory letters.

The Enforcement group:

  • Serves as the OCC's counsel on matters related to investigations, enforcement actions, and administrative litigation:
    • Conducts formal and informal investigations;
    • Advises on whether OCC-supervised institutions and institution affiliated parties (IAPs) have engaged in unsafe or unsound banking practices, violations of laws and regulations, or breaches of fiduciary duty;
    • Handles matters involving Bank Secrecy Act/Anti-Money Laundering law violations, consumer law violations, and fraud related actions, among other areas;
    • Advises the OCC's supervisory, compliance, and licensing units on the legal requirements for enforcement actions and on enforcement-related policies and procedures;
    • Litigates all OCC enforcement actions before the Office of Financial Institution Adjudication (OFIA), including civil money penalties, prohibitions and removals, and cease-and-desist orders;
    • Refers criminal acts involving OCC-supervised institutions or IAPs to the U.S. Department of Justice; and
    • Coordinates with the federal banking agencies; and other regulatory agencies, including the Financial Crimes Enforcement Network, the U.S. Securities and Exchange Commission, and the Consumer Financial Protection Bureau on matters involving OCC-supervised institutions.

The Licensing Division is responsible for ensuring that the corporate structure of national banks and federal savings associations is established and maintained in accordance with the principles of a safe and sound banking system. In this role, Licensing receives, analyzes, and decides filings to establish, change the structure of, or change the activities performed by national banks, federal savings associations, and federal branches and agencies. Licensing works closely with the agency’s supervisory and legal divisions to render independent decisions, supported by a strong record of facts and in compliance with applicable laws and regulations. Filings, other submissions, or questions should be addressed to the appropriate OCC licensing office.

The Litigation group:

  • Serves as the OCC's counsel in a variety of forums:
    • Represents the OCC in court;
    • Represents the OCC in the administrative phase of personnel actions (e.g., Equal Employment Opportunity (EEO), Merit Systems Protection Board);
    • Administers the OCC's regulations regarding confidential supervisory information;
    • Advises the Comptroller regarding administrative law judge decisions appealed to the Comptroller, and drafts the Comptroller's decision document;
    • Provides litigation risk advice; and
    • Participates in the preparation of the legal memorandums necessary for problem bank resolutions.