Reorganizations and IPOs
We are one of the most experienced law firms in the country in mutual-to-stock conversions and mutual holding company transactions. These transactions are highly complex corporate reorganizations in which a company that is “owned” by its depositors (if it is a financial institution such as a savings bank) or by its members or policyholders (if it is a mutual insurance company) changes its form of organization. In this process, the mutual members’ rights are terminated in exchange for consideration, and the company converts to stock ownership. In many cases, these companies further reorganize so that the operating entity (i.e., the bank or insurer) is owned, directly or indirectly, by a holding company. Most of these transactions are linked with an initial public offering of the holding company’s shares. We have represented companies in transactions requiring approval from as many as four different regulatory agencies.
We represent our clients on both the buy-side and sell-side of M&A transactions. We also represent independent members of Boards of Directors, as well as other professionals and service providers, in extremely complex, and sometimes hostile, acquisition transactions. As a result of our expertise and reputation in this area, we have on many occasions been selected to serve as counsel by companies with which we have had no prior relationship.
We handle every type of banking industry transaction
Our lawyers regularly assist in structuring transactions involving mergers and acquisitions, bank supervisory acquisitions (including FDIC-assisted transactions), asset and branch purchases and sales, nonbank acquisitions, joint ventures and other non-controlling investments in banking and nonbanking entities. Our experience in the financial services sector also includes acquisitions of mortgage bankers, insurance agencies and finance companies. We have extensive experience utilizing a variety of deal structures, including stock sales or purchases, purchase and assumption agreements, mergers, exchange offers and tender offers utilizing both cash and stock consideration.
Our Experience is as deep as it is broad
Our significant depth and experience encompass all aspects of the transaction, from advising the board of directors and management on legal implications, to analyzing the pro forma impact of the transaction, including capital considerations. We handle all regulatory and antitrust filings necessary for approval, prepare proxy materials or other shareholder consent documentation, complete SEC and state filings, and negotiate employment, non-competition, retention, and termination agreements for key personnel. On either side of the deal, we collaborate closely with senior management, investment bankers, and accountants to structure transactions for optimal legal, tax, accounting, and valuation outcomes—maximizing value for our clients and their shareholders.