Thomas A. Pennington

Tom represents financial institutions, and also advises fintech start-ups and clients in the investment management sector, with an emphasis on private fund formation and compliance. He has led and documented corporate, investment fund, and venture stage finance transactions.

Tom previously served as General Counsel for BTMU, the corporate and investment banking arm of the Mitsubishi UFJ Financial Group (MUFG), one of the largest financial groups in the world. During his time at MUFG, Tom was a key advisor to executive management and various boards of directors. He also played critical roles in areas as diverse as risk management, corporate governance, resolution and recovery planning, project management, distressed lending and portfolio management, compliance, media relations, regulatory compliance and relations, and managing investigations both internal and regulatory in nature. He was deeply involved in managing and advising on BSA/AML and OFAC matters from both the domestic and international perspectives. He was also active in strategic planning during his tenure at MUFG, which was of particular importance during the period of upheaval in the financial services sector following the financial crises in 2008.

Representative Experience

• Advised a major U.S. bank on permissibility of making controlling and non-controlling investments in fintech technology companies. Provided specific guidance on the applicable rules for permitted investments based on investments made by either the bank holding company and its nonbanking subsidiaries, in its capacity as a financial holding company (including through the exercise of its merchant banking authority), or by the operating bank itself, including investments in bank service companies or financial subsidiaries or through an SBIC
• Advised a financial services company on the formation of a broker-dealer subsidiary, including drafting of formation documents, regulatory filings and advice, and establishment of its compliance program including drafting all policies and procedures
• Advises banks on compliance with the control rules of Regulation Y, including ramifications of differing levels of ownership, the impact of contractual or other financial relationships, and the definitions and ramifications of investing in voting vs. nonvoting securities
• Advised banks on the exercise of merchant banking powers under the Bank Holding Company Act, including the making of controlling and noncontrolling investments, limitations on and conditions to the exercise of the investment authority, and the establishment of a regulatory compliance program
• Advised a financial firm on the formation of feeder funds, primarily to private equity funds, venture capital funds, and fund of funds, including drafting of organizational documents, private placement memos, limited partnership agreements, subscription documents, blue sky and other regulatory filings, and BSA/AML and other regulatory compliance

Notable

• Best Lawyers in America, Administrative / Regulatory Law, 2023-2024

News

Affiliations

• American Bar Association
• North Carolina Bar Association
• New York State Bar Association
• Mecklenburg County Bar Association

Publications

• Contributor to Moore & Van Allen's MVA White Collar Defense, Investigations, and Regulatory Advice Blog, keeping clients up to date on the constantly evolving regulatory environment and serving as a thought leader as regulations and enforcement policy continue to develop.