Regional & Community Banks

We represent lenders in connection with loans of various sizes in all industries and throughout the country. Our experience runs the gamut from drafting and negotiating loan documents, to reviewing due diligence materials and structuring credit facilities, to working with credit teams, relationship managers, closing coordinators and in-house counsel to deliver efficient service to our client’s customers and stakeholders.

Commercial & Industrial (C&I) Loans

Our team regularly represents lender clients in connection with commercial and industrial credit facilities (including equipment financing) and borrowing base loans. We counsel clients of all types and sizes, ranging from non-traditional lenders, family offices, and funds to national and multi-national institutions. As a result, we can provide valuable insight with respect to obligor and collateral structure, documentation, negotiation and maintenance of credit facilities.

Commercial Real Estate Loans

Our team has deep expertise in structuring, documenting, and negotiating all types of real estate loans, including: (1) construction loans and project financing; (2) permanent credit facilities; (3) bridge facilities; (4) subordinate and mezzanine debt; and (5) syndicated credits and loan participations. In each case, we leverage both the practice expertise and industry knowledge of attorneys across the firm’s geographic footprint to provide the most efficient and impactful representation when helping clients conceive and close real estate transactions.

Asset-Based Lending

We have substantial experience in the asset-based lending space advising lenders on structuring, documenting, collateralizing, and negotiating revolving lines of credit, letters of credit, working capital loans, and purchase money loans for borrowers. Our team understands the current market terms and routinely advises our lender clients on such trends, with the aim of keeping them ahead of the curve and thus competitive in the marketplace.

Consumer Lending

Our team has broad experience in all aspects of consumer lending. We counsel on product development, advertising, loan disclosures, periodic statements and servicing matters. Our team can provide valuable assistance with mortgage origination and servicing, direct and indirect installment lending (including retail installment contracts (RICs)), credit cards, and open-end credit products.

Deposits & Payments

We have the experience to provide meaningful assistance related to deposit and payment matters. Our deposit operational knowledge runs from the drafting of demand deposit, wire transfer/payment order and treasury management agreements, to reviewing due diligence materials, to assisting in successfully resolving payment disputes. Specifically, our team has handled a very broad range of financial support for fraud issues, including account and loan onboarding fraud, negotiable instrument controversies under Uniform Commercial Code’s Articles 3 and 4, and e-payment claims arising under Article 4A (such as business email compromise attacks on customers or banks), and consumer Regulation E disputes.

We also counsel on all matters related to account setup and ownership, including matters related to power of attorney (POA), payable on death (POD), and the Uniform Transfers to Minors Act (UTMA) and Uniform Gifts to Minors Act (UGMA).

Our team has substantial experience representing lenders in connection with routine and highly specialized matters. We regularly assist banking clients in the following areas:

• Collection and foreclosure actions
• Payment disputes (checks, payment orders and EFTA governed disputes)
• Class action defense
• Receiverships
• Defense of all manner of consumer claims
• Shareholder/securities litigation
• Lender liability defense
• Employment terminations and discrimination claims

Additionally, we have a seasoned group of attorneys who specialize in loan workouts and restructurings and are adept at navigating unique relationships between lenders, borrowers and other stakeholders, particularly with respect to the following:

• Restructuring, workout and forbearance matters
• Bankruptcy proceedings and state and federal regulatory enforcement actions
• Special asset conversion, administration, and resolution
• Debtor-in-possession financing matters
• Receiverships
• Note purchase agreements and sales

Our corporate support team offers community and regional banks the full spectrum of corporate services, ranging from general corporate governance matters to planning for and defending against hostile takeovers. With a long history of successfully and creatively structuring mergers and acquisitions, we are frequently sought out by clients to assist in bank and bank holding company formations, complying with regulatory requirements, and addressing tax issues.

Some of our core service areas include:

• Mergers and acquisitions of financial institutions for cash or equity
• Tax-free mergers and stock exchanges
• Purchase and assumption transactions involving branches, loans, or other assets
• Planning for and defending against hostile takeovers

Governance, Shareholder & Tax Issues

Our team has significant experience advising clients as it pertains to the following:

• Policies, procedures and corporate governance matters
• Planning for and preparing tender offers or other redemptions of stock
• Properly and timely making elections to be taxed pursuant to Subchapter S of the Internal Revenue Code and other tax issues
• Management and succession planning issues and the preparation of shareholder buy-sell agreements
• Reorganizations, restructures, and problem financings

Additionally, we serve as counsel for investment groups on the formation of both state and national banks and holding companies, helping our clients prepare subscription materials and documents, securities solicitation material and prospectuses, and other investment materials. Our team also has deep expertise in advising on initial stock offerings for both banks and bank holding companies, as well as the issuance of debt securities and various private placements of securities, including convertible debentures, trust preferred securities, and other forms of preferred equity.

Furthermore, we have experience preparing regulatory applications and bank charters and assisting with obtaining deposit insurance.

Regulatory Compliance

Our team has real-world experience, including as in-house counsel with banks and as examiners with federal regulators, in all manner of deposit operations, treasury management services, lending compliance and other banking regulatory issues. Our team also has extensive experience advising and representing clients on a wide array of compliance management and supervisory matters.

We regularly counsel clients concerning regulatory examinations, particularly with respect to safety and soundness, Community Reinvestment Act (CRA) matters, Fair Lending Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) compliance, as well as structuring financial institution governance to mitigate compliance and litigation risks. We also have led the negotiation of, and compliance with, regulatory consent orders, formal agreements and memorandum of understanding, including the provision of periodic reporting to regulators following an examination.

Additionally, we advise our banking clients in the following areas, among others:

• Preparation of capital plans in response to regulatory issues
• Regulation O issues involving loans to insiders and other financial relationships with directors and officers
• Truth in Lending, Truth in Saving, Equal Credit Opportunity Act, Flood, and other lending and deposit compliance regulations and issues
• Management of disputes and controversies with regulators, including enforcement actions and remediations of such
• Developing and enhancing compliance management systems, compliance programs, vendor managements programs, and complaint management programs
• Draft and revise policies, procedures and programs governing compliance with consumer protection statutes and regulations
• Prepare applications regarding change in control, branch openings and closings, mergers and similar operational matters
• Draft software agreements tailored to a financial institution’s needs
• Also draft and present compliance training to Board of Directors and Senior Management