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

Good to know

Areas of Practice 1) Corporate Governance, 2) Corporate and Transactional, 3) Financial Services Regulatory / Compliance, 4) Privacy & Data Security, 5) Securities and Capital Markets and 6) White Collar & Internal Investigations
Law School University of Maryland, J.D., 1983
Education University of Maryland, B.A.,1974
Bar Member / Association District of Columbia Bar Association, Maryland State Bar Association, Illinois State Bar Association
Most recent firm Winston & Strawn LLP
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