Financial services

• Representing financial institutions on securities offerings, recapitalizations, andmergers and acquisition transactions
• Counseling clients on compliance with banking regulation, preparation for regulatoryreform, and communicating with regulators on applications, notices and
  other matters
• Representation of financial institutions in matters involving claims under RICO,federal securities laws, truth in lending, fraud, breach of fiduciary and counseling
  on regulatory duty, conversion, embezzlement, and breach of contract
• Representation of financial institutions and their directors in complex and class action litigation involving, among other things, lender liability in commercial and
  consumer loan context, allegations of fraud, breaches of fiduciary duties, and professional malfeasance in state and federal courts and in administrative proceedings
• Representation of financial institutions in cases involving allegations of predatorylending practices and violation of federal and state truth-in lending statutes, consumer
  protection statutes, fraud, and racketeering
• Advising special litigation committee on review of a securities offering transaction
• Advising financial institutions and financial service providers on implementing appropriate corporate governance procedures to prepare for cyberattack and counsel
  clients on responding to breach of information systems and compliance with applicable law regarding compromise of customer information

• Creating and enhancing compliance policies relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act,Sarbanes-Oxley requirements, anti-money laundering laws (Patriot
  Act and BSA), and other areas
• Reviewing an organization’s regulatory risks and providing gap analysis
• Reviewing and improving document retention and electronic document management systems
• Analyzing current supervisory systems and compliance programs 
• Rapidly responding to unscheduled regulatory inspections and audits 
• Creating compliance program testing and employee training
• Counseling regarding obligations under applicable regulatory regimes
• Defending enforcement proceedings under CFTC and SEC, white collar crimes, proceedings instituted by CFPB, OCC, FDIC, Federal
  Reserve Banks, FINRA, proceedings instituted by the securities divisions of states, and the stock exchanges
• Conducting internal investigations
• Interfacing with regulatory authorities
• Structuring transactions and entities to ensure applicability of exemptions from registration and regulation under the Investment Advisers Act of 1940 and Investment Company Act of 1940
• Mergers, acquisitions and and sales of financial institutions, investment advisers and funds

• Defense of lender liability claims involving improperly endorsed checks and alleged dissipation of deposits
• Defense of breach of fiduciary duty claims against a bank trust officer
• Lender liability defense involving alleged wrongful distribution of construction loan proceeds
• Defense of Fair Debt Collection Practices Act claims
• Defense of claim for unfair and deceptive trade practices and tortious interference related to bank’s alleged participation in a “lift out” of private banking team
• Successful defense of counter-claims and achievement of summary judgment against a borrower/guarantor who asserted fraudulent behavior by the loan officer and others in the lending department, and in addition received a multi-million dollar judgment on the banks primary claims against the borrower and individual guarantors
• Successful defense of a national bank against claims brought in federal court that it had improperly sold a large commercial building while acting as a Qualified Professional Asset Manager for the Pension Fund
• Obtained unanimous jury verdict in $8.5 million lender liability defense involving issues related to treasury management, document retention and the Uniform Commercial Code—Articles 3 and 4
• Obtained dismissal of a federal class action lawsuit involving data and identity theft
• Representation of a corporate trustee in breach of fiduciary duty and Ohio Prudent Investor Act actions
• Representation of bank directors in private and regulatory director liability actions before federal courts, state courts, and administrative proceedings before the Office of the Comptroller of the Currency
• Successful representation of a national bank in separate state and federal public nuisance actions brought by the City of Cleveland alleging that the financing of subprime mortgages led to the foreclosure crisis and devastated Cleveland’s neighborhoods and economy; obtained dismissals on proximate causation grounds that were affirmed at both the state and federal appellate level
• Successful representation of a national bank in a class action alleging claims under the FDCPA, the Ohio Consumer Sales Practices Act, breach of contract, fraud, civil conspiracy, and RICO based upon an alleged failure to provide loan modifications
• Successful representation of national banks in cases asserting RICO, Ohio Corrupt Activities Act, and conspiracy claims stemming from institutions’ handling of accounts used in alleged Ponzi schemes
• Successful representation of financial institutions in a matter brought by a third party against the Office of the Comptroller of the Currency seeking Suspicious Activity Reports (SARs) and SARs-related documents; obtained ruling from the Court that the plaintiff was prohibited from obtaining SARs and SARs-related documents pursuant to federal laws and regulations
• Successful representation of financial institutions in class actions based upon an alleged failure to file timely Article 9 termination statements
• Successful representation of financial institutions in class actions based upon an alleged failure to ensure that all institution ATMs were ADA compliant
• Successful representation of financial institutions in matters related to UCC Articles 3 (Negotiable Instruments) and 4 (Bank Deposits and Collection)

• Acquisition of bank holding company in the Hudson Valley, New York
• Acquisition of bank branches in New York
• $6.5 million private placement offering of Ohio thrift holding company
• Advised Ohio thrift on tax credit limited partnership deal, including banking regulatory requirements and private placement memorandum
• $625 million Common Stock Offering
• $1 billion Senior Medium Term Note Offering
• Repurchase of Series B Preferred Stock issued to U.S. Treasury
• $1 billion Senior Medium Term Note Offering
• Completed two Exchange Offerings of Trust Preferred Securities for Common Stock and one Exchange Offering of Preferred Stock for Common Stock
• $1 billion “At the Market” Offering of Common Stock
• Underwritten offering of Common Stock
• Joint venture formation
• Advised a private fund on broker-dealer, investment company and investment adviser registration requirements and mitigation compliance risk related to conduct of private offerings

• Advising stock exchange listed companies on preparation of proxy statements
• Serving as independent adviser to the compensation committee of a publicly-traded bank holding company in the development of its compensation philosophy, long-term and short-term incentive programs, equity grant date policy, and award forms.
• Advising a mutual thrift on implementation of a new benefit plan
• Designing an equity incentive program to retain and motivate its senior management team following a change of control
• Advising a compensation committee regarding the implications of change of control on equity plans and designing a retention incentive for its key executives
• Advising a compensation committee regarding modifications to existing stock rights
• Briefing the board of directors of a NASDAQ-traded company regarding best practices in corporate governance concerning compensation and the status of regulatory projects under Dodd-Frank legislation, including say-on-pay, pay for performance and claw-backs
• Negotiating modifications to the CEO employment contract with the compensation committee of a NYSE-traded company
• Designing and drafting a stock sale and restricted stock grant program as part of a closely-held business succession strategy
• Modifying the employment agreement of a CEO to comply with deferred compensation law and regulation
• Designing and drafting a stock appreciation right program
• Helping a successful private-equity fund design a template for stock option and restricted stock programs that can be used for their representative portfolio companies

• A global bank in connection with a syndicated $220 million multi-currency asset-based revolving credit facility extended to a publicly-traded diversified manufacturer with operations throughout the world. The credit facility included various secured credit lines issued to borrowers in the United States and several foreign countries, as well as the integration of existing complex senior subordinated notes
• A global bank regarding an $11 million asset-based revolving credit facility and term loan extended to a troubled manufacturer of automotive seating platforms, which included the negotiation of complex accommodation and access agreements with several of the borrower’s suppliers
• A national bank with an $8 million credit facility (revolving and term loans) to an education services company in connection with a partial repurchase of equity and a refinancing of the existing revolving loan
• A global bank in connection with an $18 million asset-based revolving credit facility extended to a global leader in commodity management services and distributor of industrial products, including cutting tools, abrasives, special tools, and industrial supplies, which included the negotiation of complex subordination issues
• A global bank with respect to an $18 million revolving credit facility extended to a distribution and supply chain management business that provides integrated supply solutions to the automotive, heavy truck, aerospace, and medical industries
• A national bank in connection with a $12 million asset-based revolving credit facility extended to an employee-owned (ESOP) manufacturer of graphite products regarding a loan to the ESOP, which included the negotiation of complex inter-creditor issues with the holder of a $13 million subordinated seller note
• Modification and extension of $4 million office building loan in West Palm Beach, Florida and $3 million townhome construction loan in Ft. Lauderdale, Florida
• Sale of $3.5 million acquisition and development loan on 50-unit townhome project in Boca Raton, Florida, $2.5 million land development loan for a single family home project in St. Lucie County, Florida, and $1.5 million loan secured by strip retail center in Broward County, Florida
• Loan workout of $1 million loan secured by retail grocery store business in Stuart, Florida
• Modification, extension and cross collateralization of four related mortgage loans on commercial property located in Palm Beach, Florida
• Loan workout of $1 million loan secured by retail grocery store business in Stuart, Florida

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