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Transactions

Practice Overview

Buckley Sandler is a leader in representing financial services entities with respect to a wide variety of corporate transactions, including  mergers and acquisitions, asset sales and purchases (including loans and servicing rights), corporate and regulatory due diligence relating to those transactions, de novo bank charters, going public, going private, takeover defenses, strategies addressing shareholder activists, joint venture and minority investments, and structuring critical third-party relationships. We also advise on reorganizations such as bank holding company formations, conversions of bank charters, and related matters.

Understanding the Financial Services Industry

To provide effective legal representation to a bank or other financial services provider, a law firm and its attorneys need a deep understanding of the industry and its direction.  Buckley Sandler attorneys primarily represent financial services companies and investors in such companies, and a number of them have served in positions of authority at various financial institutions. We understand the issues, whether arising from licensing, fair lending, vendor management, safety and soundness, or other areas of concern.

Impact of Regulation

Transactions subject to regulatory approval — whether banking or other federal and state agency approvals — must have thorough due diligence processes that include evaluation of compliance risk and regulatory hurdles prior to signing. With a deep bench in licensing and compliance matters, Buckley Sandler can foresee obstacles long before applications are filed or requests are made, leveraging our experience with these agencies and effectively structuring transactions to guide clients through regulatory challenges.

Mergers and Acquisitions

With more than 80 bank merger deals and many more deals involving banks, lenders (mortgage, marketplace, auto, and student), servicers, payments providers, card issuers, fintech companies, insurance agencies, broker-dealers, critical third-party relationships, or other entities in related businesses, Buckley Sandler transactional attorneys possess the experience — working collaboratively with our regulatory, licensing, enforcement, and litigation colleagues — to efficiently structure and close the deal.

Purchase and Sale of Consumer Assets

Buckley Sandler regularly represents financial service companies with respect to transactions involving the purchase and sale of loans, servicing rights, and other assets in the mortgage, marketplace lending, cards, consumer, specialty finance, auto and student lending industries, including related servicing and subservicing arrangements. Our experience with Regulation AB assists sellers and servicers in understanding and addressing risks related to these requirements.  

Change in Bank Control

Buckley Sandler has represented a large number of individual investors acquiring control of a bank through negotiation, documentation, and regulatory filings. In recent years, mortgage company executives have been successful in acquiring control of banks even though there continues to be resistance of federal banking agencies with acquisitions by mortgage companies themselves.

Public Company Issues

In transactions involving a public offering or public companies, Buckley Sandler’s knowledge of Securities and Exchange Commission (SEC) expectations and reporting requirements will be applied to assist in the transaction. Buckley Sandler attorneys have assisted private banking companies to become public companies and list their stock on the public exchanges.

Going Private

Going private has been a common phenomenon among banks since the enactment of the Jobs Act. Buckley Sandler attorneys have assisted more than a dozen bank holding companies to go private and deregister, allowing them to terminate expensive reporting processes that they determined did not provide value to their institutions.

Takeover Defense

Buckley Sandler attorneys have assisted in the defense of unsolicited transactions and other actions taken by activist shareholders attempting to force a premature sale of the institution. 

Proxy Advisory Firms

Our attorneys provide advice and strategy for public companies that become targets of ISS, Glass Lewis, and other proxy advisory firms. We also provide guidance on corporate governance practices that will meet current “best practices” or that are adjusted in a manner that will not be injurious to the institution.

Strategic Third-Party Relationships

Our transactional team regularly advises clients on program and master services agreements, and private label arrangements when these types of structures are more appropriate for various reasons. Our ability to leverage this experience combined with our regulatory, enforcement, and litigation capabilities, as noted above, makes us well-suited to handle these types of transactions.

Joint Ventures and Minority Investments

Buckley Sandler attorneys have assisted financial services firms entering into joint ventures, including affiliated business arrangements governed by the Real Estate Settlement Procedures Act (RESPA) with builders, realtors, title companies and others, as well as firms making minority investments in related businesses.

De Novo Bank Formations

The Office of the Comptroller of the Currency (OCC) recently announced it will consider de novo bank applications from fintech companies, and attorneys at Buckley Sandler are representing a large number of fintech and marketplace lenders to either establish de novo banks or acquire community banks. These acquisitions include broadening the business plans of the bank following the merger that will allow the new owner to offer their specialized products and services.

Reorganizations

We have represented numerous banks converting from one charter to another, and becoming members or relinquishing membership in the Federal Reserve System.  We have also formed a large number of bank or financial holding companies, and have assisted in reorganizations where the holding company disappears. In addition, we have assisted other financial services entities in general corporate reorganizations.

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