Goodwin Procter’s Consumer Financial Services Practice provides a comprehensive range of transactional and regulatory compliance services to the mortgage lending, brokerage, servicing and settlement service industries. We provide advice on both traditional and online delivery of mortgage loan products and services.

Our clients include mortgage lenders and brokers, loan servicers, banks, investment bankers, broker-dealers, venture capital funds, hedge funds, technology companies, captive reinsurers, document preparation companies and other settlement service providers.

Transactional

We provide legal services in connection with a wide variety of transactions, ranging from simple purchases and sales of mortgage loans or servicing rights to complex purchases and sales of entire companies.

Our transactional work includes:

• Drafting and negotiating mortgage loan broker agreements, loan purchase and sale agreements on a correspondent or wholesale basis, and servicing rights sale agreements

• Drafting and negotiating servicing and subservicing agreements, including special servicing agreements for delinquent mortgage loans and REO properties

• Drafting and negotiating private label origination services and servicing outsourcing agreements

• Structuring, drafting and negotiating joint venture, marketing, co-branding and affinity agreements

• Drafting and negotiating data processing, technology and software licensing agreements

• Drafting mortgage loan documents, riders and disclosures

• Performing due diligence reviews

• Structuring, drafting and negotiating merger and acquisition agreements for mortgage banking-related companies in both asset and stock transactions

Regulatory Compliance

We provide regulatory compliance advice on all federal laws applicable to mortgage banking products and services, including the Real Estate Settlement Procedures Act, Truth in Lending Act, Home Ownership and Equity Protection Act, Fair Housing Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Fair Debt Collection Practices Act, Home Mortgage Disclosure Act, Federal Trade Commission Act, Community Reinvestment Act, and E-Sign Act. Our state law practice includes researching and analyzing laws and regulations relating to mortgage banking, real property, licensing, usury and fees, foreign qualification, assumed name, unfair and deceptive acts and practices, and other consumer protection laws in all 50 states and the District of Columbia.

Our regulatory compliance work includes:

• Providing regulatory counseling, legal opinions and strategic advice on issues affecting the origination, servicing, acquisition, and sale of mortgage loans, including advising companies seeking to provide lending services online

• Developing compliance programs and conducting compliance reviews

• Preparing multi-state surveys and analyses regarding state licensing obligations to engage in mortgage loan-related activities, including making, brokering, acquiring, and servicing loans

• Obtaining and maintaining state licenses to engage in mortgage loan-related activities in all states and the District of Columbia

• Forming state and federally-chartered depository institutions to engage in mortgage lending activities

• Obtaining and maintaining approvals from HUD/FHA, VA, Fannie Mae, Freddie Mac and Ginnie Mae

• Preparing multi-state surveys on permissible origination and servicing fees

• Preparing “most-favored lender” surveys and analyses regarding interest exportation

• Providing counsel and advice to banks and their operating subsidiaries concerning federal preemption of state laws

• Preparing industry comment letters on proposed regulations