Loading

Christine A. Edwards

Christine Edwards represents Boards of Directors; special committees; chief legal officers; and financial services companies. Ms. Edwards focuses on the regulation of the financial services industry— particularly the securities and banking industries—as well as corporate governance and public and regulatory policy issues. She is a partner in Winston & Strawn’s corporate practice group.

Ms. Edwards provides proactive counsel to clients on corporate governance, public company boards of director issues, banking and securities industry regulation, risk management, consumer banking and securities transactions, and privacy and identity theft matters. She also has extensive experience supervising complex internal investigations and regulatory defense matters.

Prior to joining the firm in 2003, Ms. Edwards was executive vice president and chief legal officer at Bank One Corporation, a predecessor to JPMorgan Chase, one of the nation’s largest bank holding companies. She was in charge of Bank One’s 500-person legal, compliance, government relations, and regulatory management department, with responsibility for the bank’s worldwide legal and compliance needs. Previously, Ms. Edwards served as chief legal officer for large, international financial services firms, including Morgan Stanley and ABN AMRO, North America.

REPRESENTATIVE CLIENT MATTERS

Board Governance

  • Retained by CEO to defend against investigation initiated by Board of Directors relating to compliance with certain company bylaw provisions.
  • Retained by Regional Bank Board of Directors to investigate issues pertaining to the CEO and immediate family members’ involvement with bank stock purchases/sales and regulatory issues on reserving practices for impaired commercial loans.
  • Advised the Board Compensation Committee of a major Commercial Bank regarding risk in their executive compensation plans.
  • Retained as independent counsel to the Independent Directors of Quasi Government Agency to provide counsel relating to certain regulatory enforcement proceedings against the agency.
  • Advised a large Insurance Company regarding their review and decision to exit their ownership of a savings and loan institution.
  • Retained by Board of large Regional Bank to provide counsel and a strategic plan to deal with regulatory enforcement actions, to replace the President, the CEO and to assist the Board in recruiting a new CEO.
  • Provide corporate governance advice on Board of Directors policy, Committee policy and Board annual schedule to Public Company Financial Institution.
  • Provide corporate governance policy benchmark analysis to Public Company Board.
  • Retained by independent directors of REIT complex to provide independent advice relating to a series of large commercial real estate related party transactions over a three-year period.
  • Represented directors of a Community Bank in negotiations with bank regulators relating to certain reserving, valuation and accounting practices and development of a capital raising plan.
  • Represented executive officers, directors and family member owners of Community Bank in negotiating enforcement matters with the FDIC leading to the sale of the institution.
  • Represented CEO in reviewing various personal investment compliance requirements in advance of accepting directorship of Quasi Government Agency.
  • Retained by General Counsel of Public Company to develop and administer Board effectiveness survey and subsequent Board restructuring activities.

Bank Regulatory

  • Regulatory defense and compliance guidance to Middle Eastern Bank (NY Branch) regarding BSA/AML and OFAC matters. Developed, successfully negotiated and carried out enforcement settlement construct.
  • Advised the Board Compensation Committee of a major Commercial Bank regarding risk in their executive compensation plans.
  • Advised a large Insurance Company regarding their review and decision to exit their ownership of a savings and loan institution.
  • Retained by Board of large Regional Bank to provide counsel and a strategic plan to deal with regulatory enforcement actions.
  • Provide advice to Private Equity client which—together with two other PE firms—received FRB approval to invest in an individually non-controlling interest--and collectively controlling stake--in a bank and bank holding company.
  • Provide 50 state guidance and restructure student loan program for For-Profit Education Company.
  • Represented directors of a Community Bank in negotiations with bank regulators relating to certain reserving, valuation and accounting practices and development of a capital raising plan.
  • Represented CEO in reviewing various personal investment compliance requirements in advance of accepting directorship of Quasi Government Agency.
  • Provide regular, ongoing advice to large Diversified Insurance Company relating to bank and bank holding company requirements.
  • Retained by Financial Services Client to provide guidance on structure of settlement with CFPB.

Securities Regulatory

  • Retainer by Board of Directors of pre-IPO medical device company to investigate certain issues relating to the Chief Financial Officer.
  • Retained by General Counsel to provide guidance relating to a SOX-related SEC whistleblower whose claims related to certain revenue recognition accounting practices.
  • Retained by Rating Agency to review and revise policies pertaining to the protection of client information and employee trading policy.
  • Provide advice to CEO and General Counsel on board candidacy issues in pre-IPO company.
  • Retained by Board of large Regional Bank to provide counsel and a strategic plan to deal with regulatory enforcement actions, to replace the President, the CEO and to assist the Board in recruiting a new CEO.
  • Provide corporate governance advice on Board of Directors policy, Committee policy and Board annual schedule to Public Company Financial Institution.
  • Retained by independent directors of REIT complex to provide independent advice relating to a series of related party transactions over a three-year period.
  • Represented directors of a Community Bank in negotiations with bank regulators relating to certain reserving, valuation and accounting practices and development of a capital raising plan.
  • Retained by independent directors of REIT complex to provide independent advice relating to a series of large commercial real estate related party transactions over a three-year period.
  • Advised the Board Compensation Committee of a major Commercial Bank regarding risk in their executive compensation plans.
  • Provide corporate governance policy benchmark analysis to Public Company Board.

CFPB Matters

  • Retained by Financial Services Client to provide guidance on structure of settlement with CFPB.
  • Provide regular advice and counsel to Consumer Committee of Washington DC based financial services trade association.

Transaction/Advisory

  • Represented large Commercial Bank in multi-bank litigation on applicability of material adverse event clause in leveraged finance transaction.
  • Retained by General Counsel of Private Equity owned company to provide guidance in respect to the company’s capitalization event including issues relating dual roles of the investor and underwriter of the offering.
  • Advised a large Insurance Company regarding their review and decision to exit their ownership of a savings and loan institution.
  • Provide advice to CEO and General Counsel on board candidacy issues in pre-IPO company.
  • Retained by independent directors of REIT complex to provide independent advice relating to a series of related party transactions over a three-year period.
  • Represented directors of a Community Bank in negotiations with bank regulators relating to certain reserving, valuation and accounting practices and development of a capital raising plan.
  • Represented executive officers, directors and family member owners of Community Bank in negotiating enforcement matters with the FDIC and in selling the institution.
  • Represented CEO in reviewing various personal investment compliance requirements in advance of accepting directorship of Quasi Government Agency.
  • Retained by General Counsel of Public Company to develop and administer Board effectiveness survey and subsequent Board restructuring activities.
  • Represented Acquirer Financial Institution in the structuring, regulatory approvals and acquisition of a Debit Card Network.

Enforcement/Defense

  • Retained by Regional Bank Board of Directors to investigate issues pertaining to the CEO and immediate family members’ involvement with bank stock purchases/sales and regulatory issues on reserving practices for impaired commercial loans.
  • Retained by General Counsel to provide guidance relating to a SOX-related SEC whistleblower whose claims related to certain revenue recognition accounting practices.
  • Retained as defense co-counsel to CEO of Investment Management firm in regards to SEC investigation for certain fund valuation issue and insider trading allegations.
  • Retained by CEO for defense in SEC enforcement matter alleging corporate fraudulent accounting practices in credit card securitization transactions.
  • Represented Client in defense of potential criminal investigation relating to structure and disclosures in car warranty finance transactions.
  • Represented former officer/director of Bank taken over by the FDIC on FDIC investigation of issues relating to certain loan transactions.
  • Represented large Commercial Bank in litigation on applicability of material adverse event clause in leveraged finance transaction.
  • Retained by Board of large Regional Bank to provide counsel and a strategic plan to deal with regulatory enforcement actions, to replace the President, the CEO and to assist the Board in recruiting a new CEO.
  • Retained as independent counsel to the Independent Directors of Quasi Government Agency to provide counsel relating to certain regulatory enforcement proceedings against the agency.
  • Represented executive officers, directors and family member owners of Community Bank in negotiating enforcement matters with the FDIC and in selling the institution.
  • Retained by Financial Services Client to provide guidance on structure of settlement with CFPB.

Ms. Edwards received a B.A. in English and Education in 1974 from the University of Maryland and a J.D., with honors, from the University of Maryland School of Law in 1983.

Honors & Awards

  • Chambers USA: America’s Leading Lawyers for Business 
    • National Ranking, Financial Services – 2007-2008, 2011-2014
    • Securities – 2007 and 2008
    • Financial Services Regulation, Banking – 2011-2014
  • BTI Client Service All-Star – 2014 The annual report from BTI Consulting Group identifies attorneys that deliver the best client service, solely through unprompted client feedback.
  • InsideCounsel Magazine: 2012 Recipient – Transformative Leadership Award
  • Today’s Chicago Woman magazine: One of the “100 Women to Watch” July 2012 issue.
  • Chicago Finance Exchange President’s Award – 2008 Recognized Ms. Edwards’ work on CFE corporate governance reforms and CFE’s program committee
  • Illinois Super Lawyer  2008-2013
  • Legal 500 – 2008-2012
  • The National Law Journal – 2014 Winston & Strawn was named the Chicago Litigation Department of the Year for white-collar defense.

Activities

BMO Financial Group (NYSE, TSX: BMO), one of the largest diversified financial services providers in North America with $410 billion total assets and 38,000 employees as of Jan. 31, 2011.

  • Member, Board of Directors – August 2010 to present
  • Member, Risk Review Committee – August 2010 to present
  • Member, Human Resources and Compensation Committee – March 2011 to present
  • Member, Pension Committee - March 2012 to Present

The Chicago Network, a by-invitation-only organization of professional women in Chicago who have reached the highest levels in business, the arts, government, and academia.

  • Member – 2001 to present
  • Member, Board of Directors – June 2008 to 2011
  • Chair, Women on Boards Committee, 2008 to 2009

Chicago Finance Exchange, an organization comprised of the leading women in Chicago finance.

  • Member – 2005 to present
  • Member, Board of Directors – 2006 to present
  • President – 2010 to 2011
  • Vice President and Board Member – 2009 to 2010

Rush University Medical Center, a leading academic medical center in Chicago encompassing a 675-bed hospital, basic and clinical research facilities, medical and nursing colleges with graduate programs in health systems management, and biomedical research.

  • Member, Board of Directors – 2001 to present
  • Member, Audit Committee – 2001 to present
  • Chair, Audit Committee – 2009 to present
  • Member, Executive Committee – 2009 to present
  • Member, Nominating and Governance Committee – 2010 to present

University of Maryland School of Law, established in 1816 and celebrating more than 180 years of academic and legal excellence, is located in Baltimore and is in the top 50 first tier law schools as ranked by U.S. News and World Report.

  • Member, Board of Visitors – 1997 to present
  • Chair, Board of Visitors – 2011 to present

U.S. Chamber of Commerce – Center for Capital Markets, Washington, D.C.

  • Blue Ribbon Commission on Capital Markets – 2005 to 2006
    – Member
    – Chair, Working Group on Financial Institutions Regulation
  • Leadership Board Member – 2006 to present

Financial Services Roundtable

  • Blue Ribbon Commission on Enhancing Competitiveness (co-chaired by Jamie Dimon and Dick Kovacevich) – 2007
  • Member, Executive Committee – 2007

Ravinia Festival Association

  • Board of Trustees – 2000 to 2003

Publications

Ms. Edwards is a frequent author and speaker on corporate governance and compliance and risk management issues.

Books

  • Chapter Leader: Corporate Governance Chapter. ABA Corporate Counsel publication entitled “The In-house Counsel Essential Toolbox.” (2007)
  • Co-author with Kelly McNamara Corley (EVP and GC Discover Financial Services) “Successful Partnering Between Inside and Outside Counsel” chapter on “Lobbying.” (2010)

Articles

  • "'Broken Windows' Filings: Problems for Officers, Directors, Public Companies and Stockholders," Inside Counsel, December 2014
  • "Solving the Board Dilemma: Directors with Technology Expertise," Inside Counsel, July 2014
  • "Ballparks and Benchmarks… But No Bull," Inside Counsel, March 2014
  • "Stress Testing the Board Governance Policy," Inside Counsel, January 2014
  • "Preparing for Conflict in the Boardroom: Thoughts and Strategies for General Counsel," Inside Counsel, November 2013
  • “The $10 Million Question: A Discussion of Executive Compensation,” Dominican University Brennan School of Business, April 2012
  • “The Cumulative Effects of Financial Regulation,” Sixth Annual Capital Markets Summit, U.S. Chamber Center for Capital Markets, March 2012
  • “Regulation of Certain Wire and ACH Transfers to Persons Abroad is Impending in the Guise of Regulation of Consumer Remittance Transfers,” The Banking Law Journal, September 2011 (co-author)
  • “Writing a Resume for a Board Candidacy,” Directors & Boards, First Quarter 2011 (co-author) 
  • “Has Dodd-Frank Created a Hidden Whistleblower Tax?” The Daily Deal, January 2011 (co-author)
  • "Crisis Tales," Bank Director Magazine, Third Quarter 2010 (quoted)
  • “The Personal Liability of Audit Committee Members: How Real is the Risk?” BoardMatters Quarterly, October 2007
  • “Regulatory Risk and the Context of Continuing Education,” BoardMatters Quarterly, July 2007
  • “Don't Miss What Is Just Over the Horizon,” The Metropolitan Corporate Counsel, July 2007
  • “Good Corporate Behavior Redux — The Federal Self-Evaluative Privilege,” The Metropolitan Corporate Counsel, June 2007 (with John Court)
  • “How Competitive Are U.S. Capital Markets and U.S. Public Companies? Issues of Importance and Reform for All Corporate Counsel,” The Metropolitan Corporate Counsel, May 2007 (interview) 
  • “Launch or Lurch? Findings of the Commission on the Regulation of the U.S. Capital Markets in the 21st Century,” The Deal, March 2007 (with Francesca Soria)
  • “Stock Option Award Timing Issues,” BNA Tax Management Inc., July 2006
  • “Miss the Issue, Fail the Exam: CLO Responsibilities in Understanding New Accounting Rules,” Chief Legal Executive, Winter 2004
  • “Seeing Around Corners: Sarbanes Oxley New Materiality Standards,” Chief Legal Executive, Spring 2004
  • “The CLO's Perspective on Managing Legal Risk,” Chief Legal Officer, Spring 2002
  • “Staying Alive: Survival Techniques for the New or Aspiring General Counsel,” Corporate Legal Times, February 2002

Lectures and Speaking Appearances

  • Financial Services Roundtable Consumer Committee Spring Meeting (Washington DC): Governance Issues for Financial Institution Directors, May 14, 2014
  • “Managing Dynamics in the Boardroom,” InsideCounsel SuperConference, May 13, 2014 (keynote panel member)
  • “The Role of the General Counsel: New Responsibilities and Old Challenges,” InsideCounsel Magazine Executive Leadership Workshop, April 29, 2014 (panel member)
  • “The Future of Corporate Governance Following the Economic Crisis,” Edward Brennan Forum on Corporate Governance, March 31, 2009
  • “Is Executive Compensation Really the Problem—and will Government Bailouts be the Cure?” Chicago Finance Exchange, Lunch-N-Learn, March 2009
  • “War Stories: Lessons Learned from Tough Encounters,” Institutional Investor Board/CFO Symposium, Washington, D.C., September 2008
  • “How to Keep Your CEO — and Yourself — out of Prison,” 20th Annual General Counsel Conference, New York, June 2008
  • “The Changing Compliance & Legal Landscape,” Securities Industry and Financial Markets Association Compliance & Legal Division’s Chicago Regional Seminar, June 2008
  • “Debating the Merits of Prudential Supervision,” The Samuel and Ronnie Heyman Center on Corporate Governance & SIFMA Compliance and Legal Division, New York, April 2008
  • “SOX and the Capital Markets,” the University of Maryland School of Law’s Sixth Annual Business Law Conference, October 2007 (panel member)
  • Women on Boards annual panel discussion, October 2007 (panel member)
  • “Part I: Regulatory Update, Enforcement Actions & Developments in the Private Client Business,” Securities Industry and Financial Markets Association, June 2007
  • “Board Oversight by Regulators — the New Corporate Governance?” Minority Corporate Counsel Association 6th Annual CLE Expo, March 2007 (panel moderator)
  • “New Recommendations: U.S. Capital Markets and Corporate Reforms,” ABA Section of Business Law Spring Meeting, March 2007 (panel moderator)
  • “What's New in Corporate Governance,” SEC “Hot Topics” Institute, September 2005
  • “Trends and Best Practices in Corporate Governance,” the Financial Services Roundtable, Lawyers Council 2005 spring meeting, May 2005
  • “Regulatory Atmosphere 2005: A Perfect Storm,” The Financial Services Roundtable’s 2005 Annual Conference, March 2005
  • Law Bulletin’s Corporate Governance seminar, September 2004
  • “Challenges and Opportunities of the Corporate Overhaul: Perspectives of the Chief Legal Officer,” Northwestern University School of Law, March 2003
  • “Excellence and Professionalism in Financial Management,” Institute of Management Accountants, October 2002
  • “The Enron Effect: Protecting Your Directors, Officers and Company Values,” Corporate Legal Times SuperConference, June 2002