John Banes
  1. Partner

John Banes is a partner in Davis Polk’s Financial Institutions Group. Until recently, he was based in London, where he represented financial institutions on strategic capital raising and other transactions involving a significant regulatory component. He currently advises financial institutions on a range of regulatory and related transactional issues, including resolution planning, regulatory capital and TLAC, regulatory requirements applicable to the U.S. operations of non-U.S. financial institutions and internal reorganizations. With his extensive cross-border experience, Mr. Banes frequently works on complex matters that involve reconciling and managing competing regulatory and legal considerations across jurisdictions and areas of substantive regulation.

For more than twenty years, Mr. Banes has advised issuers and underwriters on the full range of debt and equity offerings, including offerings of regulatory capital instruments, by financial institutions. Issuers with whom he has worked include ABN AMRO, Deutsche Bank, HDFC Bank, Societe Generale, Bank of America and Wells Fargo.

Mr. Banes is also a member of the firm’s white collar, criminal defense and investigations practice. For nearly 15 years, he has worked closely with the firm’s white collar partners, both on core investigative and enforcement issues as well as on the range of complex governance, disclosure, financial reporting and transactional issues that can be generated by internal investigations and enforcement actions. He also advises on the collateral consequences to financial institutions of guilty pleas, deferred prosecution agreements and other resolutions of criminal and regulatory enforcement actions. Mr. Banes is one of the firm’s experts on the Foreign Corrupt Practices Act (FCPA) and related anti-corruption legislation; he frequently advises clients on the FCPA aspects of cross-border M&A, joint venture and financing transactions.

Mr. Banes serves as co-chair of the Practicing Law Institute’s Annual Institute on Securities Regulation in Europe.

Work Highlights

Recent Representations

Financial Institutions

  • Advising US and non-US financial institutions on range of US regulation issues including the establishment of US operations, permissibility issues and resolution planning.
  • SEC-registered and Rule 144A/Regulation S offerings by banks and other financial institutions of equity, preferred stock, AT1 and other convertible debt, Tier 2 subordinated debt and senior securities (including TLAC and MREL eligible debt), as well as complex exchange offers, tender offers and other liability management exercises (LMEs)
  • A major British financial institution on various AT1, Tier 2 and senior offerings as well as cash tender and exchange offers
  • Designated underwriters counsel on Deutsche Bank AG’s 2010, 2014 and 2017 capital increases, raising over €20 billion in total proceeds.
  • ABN AMRO on its 2015 privatization and initial public offering.
  • Various offerings by UBS, Julius Bär, DnB Nor and other European financial institutions.

Corporate Governance, International investigations and Compliance

  • Representing U.S. and non-U.S. companies on internal investigations and regulatory enforcement matters and providing related compliance, governance, including under the Foreign Corrupt Practices Act (FCPA), and transactional advice.
  • Telia in the settlement of FCPA investigations by DOJ and the SEC into allegations of bribery involving its entry into the Uzbekistan market
  • BHP Billiton in connection with SEC and DOJ investigations into potential FCPA breaches related to terminated exploration and development efforts as well as hospitality provided in connection with the sponsorship of the 2008 Beijing Olympics
  • A global financial institution in obtaining an opinion of DOJ under the FCPA in connection with a joint venture transaction
  • Siemens AG on the 2008 resolution of the DOJ and SEC investigation into violations of the FCPA, one of the largest such resolutions to date
  • The audit committee of Royal Dutch Shell in connection with their investigation of Shell’s recategorization of oil and gas reserves

M&A

  • Technip SA on its business combination with FMC Technologies to create TechnipFMC plc
  • Edwards Group on its sale to Atlas Copco
  • A major European transportation company on various global operational joint ventures
  • Financial advisers to Mittal Steel on its unsolicited offer for Arcelor

Of Note

  • Mellon Fellow in History, Columbia University, 1986-1987
  • Teacher (English), Tunghai University, Taichung, Taiwan, 1984-1986

Professional History

  • Partner, 1999-present
  • Associate, 1992-1999
  • Frankfurt office, 2000-2002
  • London office, 1994-1999; 2002-2018
  • Law Clerk, Hon. J. Frederick Motz, U.S. District Court, Maryland, 1991-1992

Bar Admissions

  • State of New York

Education

  • A.B., Princeton University, 1984
    • summa cum laude
  • J.D., Yale Law School, 1991
    • Coker Fellow

Languages

  • German