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Financial Services

Community Banking & Financial Institutions

Our attorneys provide advice and assistance in every necessary area of the law — from mergers and acquisitions to complex regulatory issues — helping our banking clients manage risks, execute strategic transactions and drive sustainable growth. We regularly counsel boards of directors on issues related to the financial modernization and bailout legislation at the federal level. Our lawyers share practical experience in purchases or divestitures of branches and related assets as well as developing strategic plans for growth and consolidation.

We also represent numerous regional and local bank holding companies, state and national banks, thrift holding companies, thrifts and other financial institutions. We value all of our financial institution clients, no matter the size, and strive to provide prompt, practical and sound advice based on their needs and objectives. Finally, we take pride in our dedication to client responsiveness, real world experience in the financial services industry and a studied commitment to staying at the forefront of legal and regulatory developments.

Sub-Industry Team Contact

  • Jared M. Tully

    Member

    Charleston, WV

Areas of Focus

Mergers & Acquisitions

  • Mergers & Acquisitions of financial institutions for cash or equity.
  • Tax-free mergers and stock exchanges.
  • Purchase and assumption transactions involving branches, loans or other assets.
  • Advice in planning for or defending against hostile takeovers.

Governance, Shareholder & Tax Issues

  • Board of Directors procedures and corporate governance matters.
  • Consideration and preparation of tender offers or other redemptions of stock.
  • Change in Bank Control Act compliance.
  • Various tax matters including the making of elections to be taxed under Subchapter S of the Internal Revenue Code.
  • Management and succession planning issues and the preparation of shareholder buy-sell agreements.
  • Reorganizations, restructures and problem financings.

Regulatory Compliance

  • Participation in and ongoing compliance with the strict requirements of the Troubled Asset Relief Program (TARP) bailout programs.
  • Issues raised by routine regulatory examinations with respect to safety and soundness, Community Reinvestment Act (CRA) matters, Bank Security Act (BSA) issues and compliance, including negotiation of and compliance with a regulatory consent order, formal agreement and memorandum of understanding.
  • Compliance with regulatory capital requirements.
  • Preparation of capital plans in responses to regulatory issues.
  • Regulation O issues involving loans and other financial relationships with directors and officers.
  • Truth in lending, truth in saving, equal credit and other lending and deposit compliance issues.
  • Management of disputes and controversies with regulators.

Bank Charters & Holding Companies

  • Counsel for investment groups on the formation of both state and national banks and holding companies.
  • Preparation of organizers and subscription materials and documents, securities solicitation materials and prospectuses.
  • Preparation of regulatory applications, charter and deposit insurance.

Debt & Equity Financing

  • Initial stock offerings for both banks and bank holding companies.
  • Issuance of debt securities and various private placements of securities, including convertible debentures, trust preferred securities and other forms of preferred equity.

Litigation Support

  • Collections and foreclosures
  • Defense of consumer claims and counterclaims
  • Lender liability defense
  • Employee terminations
  • Bankruptcy
  • Regulatory enforcement actions
  • Employee dishonesty
  • Workouts

Other Services

  • Employee benefit issues.
  • Forming employee stock ownership plans.
  • Issuing stock options, stock grants and other employee incentive compensation.
  • Secured and unsecured lending transactions.
  • Interstate and intrastate bank branching opportunities and regulation.
  • Federal and state antitrust law issues.
  • The scope of permissible bank activities and services including various insurance and securities brokerage matters.
  • Various internet banking initiatives.
  • Problem institution resolutions.

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