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Karen Pelzer

Advises on legal, bank regulatory and compliance issues, including in connection with corporate transactions, living wills and regulatory enforcement actions.

Karen advises clients on a range of legal, bank regulatory and compliance issues, including in connection with M&A and capital markets transactions involving financial institutions, the preparation of living wills and the remediation of regulatory enforcement actions. Having an international background, she frequently works on cross-jurisdictional matters that involve overlapping or competing business, legal and regulatory considerations. Her clients include many of the largest U.S. and global financial institutions.

Earlier in her career, Karen was a member of our Mergers & Acquisitions practice, providing corporate advice on public and private M&A transactions. She began her career practicing law in Germany, and is qualified to practice in both the United States and Germany.

Experience highlights

Bank Regulatory and Compliance
  • Advice to a U.S. G-SIB in connection with a potential restructuring of its EU operations, with a focus on the impact of the Bank Holding Company Act and Regulations Y, K, and W
  • Advice to two U.S. G-SIBs and two foreign G-SIBs on the preparation of resolution plans submitted to the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation under 12 C.F.R. Parts 243 and 381
  • Advice to U.S. financial institutions on complex regulatory and compliance remediation matters, including consent order remediation relating to weaknesses in the risk management and controls environment
  • Advice on drafting disclosure documents for filings with the Securities and Exchange Commission (SEC), including on Form S-1 in connection with public offerings, as well as on Forms 8-K, 10-K, and 20F
  • Advice to a European financial market utility on the requirement to register as a clearing agency pursuant to Section 17A of the Securities Exchange Act and the SEC’s related interpretations in connection with a new services offering
  • Advice to a blockchain-based payment system operator on compliance with a range of multi-jurisdictional business and regulatory issues, including drafting of a wind-down plan to prepare for financial stress
  • Advice to a foreign mobile internet company in connection with the establishment of a fiat-for-crypto currency exchange in the United States, including the analysis of money transmitter requirements in all fifty states
Mergers & Acquisitions and General Corporate
  • Advice to clients on complex M&A and joint venture transactions, including the drafting and negotiating of share and asset purchase agreements, merger agreements and tender offer documentation
  • Advice to clients in connection with internal restructurings, including the drafting and negotiating of shareholder agreements, corporate resolutions and other corporate documents
  • Drafting and revising service master agreements, related statements of work, intra-group service level agreements, as well as licensing agreements for financial institutions
  • Advice to clients on complex governance issues, including the establishment of corporate oversight structures in intra-group settings after acquisitions
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LL.M., Columbia Law School
  • Harlan Fiske Stone Scholar
Second Legal State Exam, Cologne Higher Regional Court (Oberlandesgericht Köln)
Ph.D., University of Bonn Faculty of Law
  • magna cum laude
M.B.A., University of Hagen
First Legal State Exam, University of Cologne
  • with honors
Professional history
  • Counsel, 2018-present
  • Associate, Davis Polk, 2011-2018
  • Hengeler Mueller, 2005-2008
Qualifications and admissions
  • Frankfurt, Germany
  • State of New York
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