Joseph (Jay) E. Spruill III

Jay is a results-driven attorney who works tirelessly to resolve legal problems confronting his financial institution clients. In an ever-challenging legal and regulatory environment, Jay seeks to provide each client with strategic counseling that leads to positive business outcomes.

Over his 30-year legal career, Jay has gained a deep understanding of the business operations of banks and other financial institutions. His knowledge and expertise covers: corporate and commercial law; state and federal banking agency regulations; the alphabet soup of federal consumer financial protection regulations; e-commerce regulations; Bank Secrecy Act and anti-money laundering regulations; and state licensing and related requirements for non-depository institutions.

Jay has experience representing banks in merger and acquisitions, handling commercial financing transactions, forming companies to engage in financial activities, designing and documenting new financial products and services, defending and resolving regulatory and enforcement matters, developing risk management strategies to ensure compliance with legal and regulatory requirements, handling loan and asset sale transactions, addressing privacy and cybersecurity concerns, and resolving day-to-day operational issues involving deposit and loan products. Jay also represents clients before the Virginia State Corporation Commission, the Virginia Bureau of Financial Institutions, and other state agencies.

Financial technology (FinTech) is a growing part of the financial services industry. Jay’s experience in this area, particularly with respect to cloud-computing arrangements, allows him to help his clients take advantage of innovations in digital platforms and other online services to grow their business while staying compliant and managing risk.

During his time as the general counsel for the Virginia Bankers Association, Jay authored many bills affecting banking and finance in Virginia. In addition, he advised the association on the impact of significant banking legislation enacted at the federal level. Jay uses that experience and expertise to assist financial institutions with state and federal regulatory compliance.

Jay devotes part of his practice to advising non-profit companies on governance matters and other issues affecting their operations.

Jay graduated from UNC Chapel Hill and the University of Richmond School of Law. He began his legal career as in-house counsel to a large national bank and supported the bank’s retail operations in several states. He has been named in Virginia Business magazine as a “Legal Elite” for Legislative, Regulatory, and Administrative Law.

• Represented community banks in merger and acquisition transactions.

• Represented banks in commercial real estate loan transactions, including loan sales.

• Represented community banks in the implementation of cloud-computing services, including the negotiation of service agreements governing such arrangements.

• Obtained favorable ruling on behalf of Virginia consumer loan association in declaratory judgment action before the Virginia State Corporation Commission.
• Represented financial institutions before the Virginia Bureau of Financial Institutions and Virginia State Corporation Commission regarding new products and services and other regulatory matters.
• Represented depository institutions in drafting of deposit and loan agreement forms.
• Represented depository institutions in connection with fraudulent check and wire transfer transactions, including successfully defending against claims of depository institution liability for fraud losses.
• Represented large finance company in the design and development of its consumer loan products and its ongoing operations, including advice on disclosure, usury, licensing, payments, and debt collection.
• Represented commercial finance company in the development of a digital platform for the origination of commercial loans to medical professionals and the sale of such loans to community banks.
• Represented regional bank in connection with its ongoing purchase of consumer loans originated through FinTech platforms.
• Advised cryptocurrency platform/exchange on compliance with applicable federal and state laws, including the federal Bank Secrecy Act and state money transmitter licensing requirements on a nationwide basis.
• Represented Fortune 500 financial companies in multi-state review of permissible fees and charges, debt collection practices, and licensing requirements.
• Represented legal funding company in the design and development of its products and services and state law requirements on a nationwide basis.
• Represented community banks in asset-based loan transactions.
• Represented numerous financial institutions before the Virginia Bureau of Financial Institutions regarding new products and services, loan practices, and other regulatory matters.
• Represented community bank in connection with its acquisition of a finance company.
• Represented community bank in the acquisition of multiple branch offices.
• Assisted with federal and state regulatory filings and other regulatory matters in connection with bank mergers and acquisitions.
• Represented regional bank on its multi-state mortgage loan practices and operations, including licensing and trade name requirements.
• Represented large financial institution before the Federal Reserve Bank of Richmond concerning the participation of community banks in such institution’s insurance program.
• Represented depository institutions in the preparation of cash management and positive pay agreements.
• Represented depository institutions in negotiating technology service agreements and other vendor service agreements.
• Represented depository institutions on routine deposit and loan issues, including disclosures and the UCC.

Recognition

Education

University of Richmond School of Law, J.D.

University of North Carolina, B.A.

Admissions

Virginia

Maryland

American Bar Association

Leadership Metro Richmond

Legal Services Corporation of Virginia, Richmond

Virginia Association of Community Banks

Virginia Banker's Association

Virginia Bar Association