Financial Institutions

Our Financial Institutions Team is designed to meet all of the needs of today’s financial institution organization, from regulatory compliance to corporate planning and the development and implementation of acquisition and anti-takeover strategies to litigation and dispute resolution.  Our team approach enables us to blend the talent of our attorneys, whatever the topic, to help the client achieve its goals quickly and efficiently.  Our financial institutions practice has a large and diverse base of financial institution clients.  We serve as principal counsel to national and state banks, insurance companies, thrifts, financial, securities affiliates, bank and thrift holding companies, and their financial services affiliates, consumer lending and mortgage companies, as well as the officers, directors and owners of such institutions.  We represent publicly-held financial institutions as well as many “locally owned” and community-based organizations in our region, both in the context of specific transactions in which they engage as well as on an on-going basis.  We also represent regulatory agencies as they deal with insolvent organizations.

We are available to represent and counsel clients on matters such as:

Strategic Transactions

• Organizing new institutions, including banks and thrifts
• Holding company formations
• Financial subsidiary and service corporation affiliations
• Mergers, branch and asset acquisitions and strategic office relocations
• Charter conversions
• Capital raising, including public, institutional and private offerings of common and preferred equity, senior and subordinated debt, trust preferred securities and other capital instruments

Business and Lending Transactions

• Structuring and implementing lending and investment strategies and transactions, from traditional C & I, commercial real estate, construction, syndicated and participated lending, to derivative and capital markets transactions, to problem credit workouts
• Business expansion through new product lines, services and distribution channels, including complementary financial related services, such as investment advisory and brokerage activities, and internet delivery
• Fiduciary activities, trustee functions and trust administration
• Public finance
• Mutual funds and common trust funds
• Environmental issues management

Regulatory

• Regulatory compliance, including privacy, consumer protection and bank secrecy/USA Patriot Act anti-terrorism requirements
• Resolving regulatory and operational issues, including those arising out of regulatory examinations and enforcement proceedings

Corporate Governance

• Advising boards and executive management concerning corporate governance, including board and committee make-up, decision-making processes, and strategic planning
• SEC reporting and securities law compliance
• Sarbanes-Oxley Act and listed company requirements
• Disclosure practices and investor communications
• Anti-takeover tactics and defensive measures
• Shareholder agreements and control arrangements
• Share repurchase programs, stock trading activities
• Affiliate and conflict of interest transactions
• Structuring and implementing risk management programs, including employment practices and indemnification arrangements

Employee Relations

• Executive compensation plans, employment agreements and deferred compensation and severance arrangements
• Employee benefits plans, including leveraged employee stock ownership plans, stock option plans and phantom stock plans
• Employment practices and policies
• Discrimination and harassment claims

Intellectual Property

• Copyright registration, licensing and litigation
• Trademark registration, licensing and litigation
• Internet domain name licensing and litigation
• Patent prosecution, licensing and litigation
• Trade secret protection and litigation
• Due diligence on intellectual property assets

Tax

• Federal, state and local tax planning and strategies
• Legislative developments and initiatives
• 1031 exchanges
• S corporation and limited liability company structures
• Audit issues and tax controversies

Litigation and Dispute Resolution

• Customer disputes, including lender liability and bad faith claims
• Creditor rights litigation
• Voluntary and involuntary bankruptcy proceedings
• Employee disputes and misconduct (including embezzlement and forgeries); suspicious activity reporting
• Directors’ and officers’ insurance claims and fidelity bond coverage
• Complex class action litigation, including cases brought by shareholders