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- Professionals
- Christopher DeCresce
Chris DeCresce’s practice focuses on securities and capital markets, mergers, acquisitions and joint ventures, governance, securities law reporting and compliance. He has significant experience representing issuers in capital market transactions, including public and private offerings, and merger and acquisitions, with a focus on clients in the financial services industry. Mr. DeCresce serves as the co-head of the firm’s Capital Markets and Securities law practice and is co-head of the firm’s Fintech initiative.
Prior to joining Covington, Mr. DeCresce was a Managing Director of the Investment Banking Group at Sandler O’Neill & Partners, L.P. (now Piper Sandler Companies), a leading middle market investment bank in financial services. At Sandler, his primary duties involved working as a senior member of the investment banking group on large complex capital raising (equity and debt) transactions, merger and acquisition transactions with an aggregate deal value of approximately $15 billion. He served as a lead member of investment banking group for capital markets transactions, both private and public offerings, that raised approximately $2 billion in a three year period for financial institutions across the United States.
Prior to joining Sandler, Mr. DeCresce was an associate at an international law firm and also served as a police officer and later Sergeant in the New York City Police Department while attending college and law school.
Memberships and Affiliations
- Academic Advancement Committee at St. Peter’s Preparatory School
April 12, 2021, Covington Alert
On April 9, 2021, the Securities and Exchange Commission (SEC) Staff reaffirmed its existing guidance concerning shareholder meetings conducted during COVID-19. The Staff guidance on select shareholder meeting topics had previously been issued during the 2020 annual meeting season. The most recent update reaffirms that guidance for meetings held in 2021. The ...
April 2, 2021, Covington Alert
On March 31, 2021, in light of the increasing number of private operating companies seeking to go public in the United States through a merger with a special purpose acquisition company (SPAC), referred to as a deSPAC transaction, the Staff of the SEC’s Division of Corporation Finance and the SEC’s Office of the Chief Accountant released separate public ...
March 10, 2021
WASHINGTON—Covington advised WSFS Financial Corporation in its definitive merger agreement with Bryn Mawr Bank, a transaction valued at approximately $976 million. Following the merger, WSFS believes it will have nearly $20 billion in assets and an approximately $43 billion wealth management business. Under the terms of the agreement, stockholders of Bryn Mawr ...
January 4, 2021, Covington Alert
On December 22, 2020, the SEC approved a rule change by the New York Stock Exchange (the “NYSE”) to allow issuers to offer and sell newly issued shares through the direct listing process (a “Primary Direct Floor Listing”). The NYSE historically has allowed direct listings only when issuers list securities on the NYSE in tandem with an offering of outstanding ...
December 30, 2020, Covington Alert
On December 22, 2020, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued disclosure guidance applicable to transactions involving special purpose acquisition companies (“SPACs”). CF Disclosure Guidance: Topic No. 11 outlines the Division’s view that certain aspects of SPAC initial public offerings (“IPOs”) and ...
December 8, 2020, Covington Alert
On November 24, 2020, Glass Lewis published updates to its proxy voting guidance for annual shareholder meetings to be held after January 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, environmental and social issues, and compensation issues. Glass Lewis also published updates to its guidance on shareholder ...
December 7, 2020, Covington Alert
On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal (the “Proposal”) to the Securities and Exchange Commission (the “SEC”) to amend its listing standards to require, subject to certain exceptions, new disclosures regarding director diversity. If adopted, the Proposal would require the board of a Nasdaq-listed company to have at least ...
An IPO is when a company starts trading on a public exchange, offering investors a chance to get in on a hot new stock
December 7, 2020, Business Insider
Chris DeCresce spoke with Business Insider about the complexities for companies who choose to go public. Mr. DeCresce says going public isn't all roses. It “does add another layer of complexity to the business.” He adds, “Drafting the S-1 can put a lot of stress on the CFO and the accountants. It can also distract the management team from their traditional ...
November 20, 2020, Covington Alert
On November 17, 2020, the Securities and Exchange Commission (the “SEC”) took long-awaited action to modernize its electronic filing requirements to permit the use of electronic signatures in SEC filings. The rule amendments will become effective immediately upon their publication in the Federal Register. We expect that public companies and other filing persons ...
November 19, 2020, Covington Alert
On November 12, 2020, Institutional Shareholder Services (“ISS”) published updates to its proxy voting guidance generally for annual shareholder meetings to be held on or after February 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, and environmental and social issues.
November 2, 2020, Covington Alert
On September 11, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending its statistical disclosure requirements for bank holding companies, banks, savings and loan holding companies, and savings and loan associations (“banking registrants”) in registration statements and other disclosure documents. The final rule replaces Guide 3, ...
October 22, 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.
October 12, 2020
WASHINGTON—Covington represented TriState Capital Holdings, Inc., which entered into a definitive agreement with funds managed by Stone Point Capital LLC to raise $105 million in new capital to finance the continued execution of the company’s high-growth strategy for its TriState Capital Bank and Chartwell Investment Partners businesses. TriState Capital is a ...
October 5, 2020, Covington Alert
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...
September 11, 2020, The Wall Street Journal
Chris DeCresce spoke with The Wall Street Journal about the decision some businesses are making to back out of M&A transactions during the COVID-19 pandemic. Mr. DeCresce says in some sectors, for example financial services, buyers’ ability to scrutinize the books might be limited, as the CARES Act providing economic support during the pandemic permits companies ...
September 8, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...
August 31, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...
Covington Represents CFBanc in Merger Creating Largest Black-Led Minority Depository Institution in U.S.
August 26, 2020
WASHINGTON—Covington represented CFBanc Corporation (“City First”) in its transformational merger of equals with Broadway Financial Corporation (“Broadway”) to create the largest Black-led Minority Depository Institution (MDI) in the nation with more than $1 billion in combined assets under management and approximately $850 million in total depository ...
July 27, 2020, Covington Alert
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...
July 20, 2020, Covington Alert
The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...
July 9, 2020, Covington Alert
The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...
June 11, 2020, Covington Alert
On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...
June 3, 2020, Covington Alert
On May 27, 2020, the Federal Reserve Bank of Boston ("FRBB") posted a number of documents that provide important additional details about its Main Street Lending Program ("MSLP"), including updated FAQs, new required agreements and forms, and new lender and borrower guides. The following summary highlights key FAQ changes and summarizes each of the new MSLP ...
June 2, 2020, Covington Alert
Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...
May 14, 2020, Covington Alert
The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
May 4, 2020, Covington Alert
On May 4, 2020, the Federal Reserve Bank of New York (the “FRBNY”) released an updated series of Frequently Asked Questions (“FAQs”) regarding two of the Federal Reserve’s liquidity facilities established to provide financial assistance to businesses impacted by the COVID-19 pandemic: the Primary Market Corporate Credit Facility (“PMCCF”) and the Secondary ...
May 1, 2020, Covington Alert
Yesterday, April 30, 2020, the Board of Governors of the Federal Reserve System announced important changes to the Main Street Lending Program (the “Program”) that it had introduced on April 9, 2020. The changes reflect further information and clarification with respect to the terms and conditions of the Program and address, at least in part, feedback that the ...
April 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.
April 16, 2020, Covington Alert
The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.
April 9, 2020, Covington Alert
The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.
April 9, 2020, Covington Alert
Today, the Board of Governors of the Federal Reserve announced the creation of four new liquidity facilities and the expansion of three previously announced liquidity facilities to provide credit to borrowers impacted by the COVID-19 pandemic. Whereas the previously announced programs primarily targeted certain financial markets and their participants (such as ...
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
April 2, 2020, Covington Alert
When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The U.S. Congress appears close to finalizing the scale and scope of stimulus legislation to address the economic crisis caused by the COVID-19 pandemic. Although its final shape remains uncertain, it is highly likely to provide for one or more lending programs, loan guaranty programs, and other financing programs administered by the federal government to direct ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 20, 2020, Covington Alert
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
August 27, 2019, Covington Alert
On August 20, 2019, the Board of Directors of the Federal Deposit Insurance Corporation (the “FDIC”) approved a final rule (the “final rule”)1 that will significantly revise existing regulations implementing the Volcker Rule – a statutory provision that generally prohibits banking entities from engaging in proprietary trading or taking an ownership interest in, ...
May 8, 2019, Covington Alert
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
January 31, 2019, Cov Financial Services
Innovation in financial services continues to move at a rapid pace. The significant increase in the number of fintech companies in recent years has highlighted a burgeoning market with significant economic potential, and a commercial need to create efficiencies and modernize the provision of financial products and services. Federal and state financial services ...
December 1, 2018, Practical Law
This chapter provides a comprehensive overview on fintech regulation in the United States as part of a global fintech guide published by Thomson Reuters. Reproduced from Practical Law with the permission of the publishers. For further information, visit www.practicallaw.com.
September 5, 2018, Covington Alert
This client alert summarizes recent regulatory developments relating to fintech and discusses the implications of these developments.
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
Law360 Names Attys Who Moved Up The Firm Ranks In Q4
January 30, 2018, Law360
Law360 highlights the promotion of Covington's newest partners, including John Balzano, Lindsay Burke, Bradley Chernin, Christopher DeCresce, Guy Dingley, Matthew Dunn, Laura Flahive Wu, Pamela Forrest, Alexa Hansen, Megan Keane, Sam Pyun, Kyle Rabe, Ansgar Simon, Andrew Soukup, Emily Ullman, and Mark Young.
November 14, 2017
WASHINGTON—Covington advised the underwriters in the $100 million initial public offering of Merchants Bancorp. Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana. Merchants currently operates multiple lines of business with a focus on Federal Housing Administration multi-family housing and healthcare facility financing and ...
Covington Promotes 16 New Partners
October 2, 2017
WASHINGTON—Covington has promoted 16 lawyers to its partnership. “It’s a great tribute to the firm’s vibrancy that we’re continuing to build an exceptional pipeline of new partners from within our ranks,” said Timothy Hester, Covington’s chair. “We’re confident that all 16 will add importantly to the firm’s strengths and will drive further expansion of core ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora Diamond-Jones(corporate); ...
April 24, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act, its comprehensive regulatory reform bill (“CHOICE Act 2.0”). The Committee released the first version of the bill (“CHOICE Act 1.0”) in June 2016.
February 3, 2017, Covington Alert
Throughout his campaign, President Donald Trump promised to curtail financial regulations, particularly those promulgated under the Dodd-Frank Act. President Trump argued frequently that the regulations issued under the act have proven overly burdensome and, among other things, limited job growth. This afternoon, the President took his first formal step in ...
June 3, 2016
NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...
Are Troubled Banks and Fintech a Perfect Fit?
May 13, 2016, American Banker
Christopher DeCresce is quoted in this American Banker article exploring whether more fintech companies will seek bank charters. According to DeCresce, one sector in fintech that may soon be forced to look at the option is marketplace lenders. "They have to register in every state they want to do business in, and that can be a cumbersome process," he says. "A ...
Chris DeCresce Joins Covington’s Corporate Practice
April 6, 2015
NEW YORK, April 6, 2015 — Christopher DeCresce has joined Covington’s corporate practice in the firm’s New York office. Mr. DeCresce will focus on securities and capital markets, mergers and acquisitions, joint ventures, governance, and securities law reporting and compliance, primarily focused on financial services companies. “Chris has a proven track record ...
- Legal 500 US, Finance - Capital Markets (2016)