Attorney
CurrentI provide counsel to financial institutions and other businesses in public and private securities offerings, mergers, Securities and Exchange Commission reporting, bank regulatory compliance, and general corporate matters. I have represented more than 25 different financial institutions, both privately held and publicly traded. I regularly advise on the following types of matters:- corporate governance policies and procedures;- board of directors fiduciary responsibilities;- bank regulatory and compliance matters, including under the Federal Deposit Insurance Act, Federal Reserve Act, and state banking laws; and- securities underwriter and placement agent compliance with Financial Industry Regulatory Authority (FINRA) regulations in securities offerings. Representative transactions include the following:- represented a global contract research organization in aggregate $1.1 billion in secondary public offerings and share repurchases;- represented a Nasdaq-listed drug development collaboration company in its $1.1 billion merger with a global pharmaceutical company;- served as underwriters' counsel in a public offering of $435 million of depositary shares, each representing an interest in preferred stock of a regional bank holding company; - represented the underwriter in a public offering of $350 million of fixed-to-floating rate subordinated notes by a regional bank holding company;- served as underwriters’ counsel in an initial public offering of common stock of a bank holding company;- represented two bank holding companies in their initial public offerings;- advised a bank holding company in connection with a charter conversion of its subsidiary bank, subsequent private placement of $30 million of common stock and headquarters relocation; and- represented a publicly traded bank holding company in connection with a $45 million recapitalization transaction, multiple regulatory enforcement actions, and subsequent acquisition.
