Banking and Financial Institutions
Bank holding company in New York - Regulation D private offering
We represented a bank holding company in New York as the issuer in a Regulation D private offering of its common stock to accredited investors to raise additional capital for expansion. We prepared an offering memorandum and other necessary offering materials, worked with the sales agent to negotiate and finalize the sales agent’s agreement, and supervised all corporate action necessary to consummate the sale. We also worked with counsel to some of the investors to negotiate registration rights agreements, worked with the issuer’s transfer agent to arrange for the issuance of the certificates for the shares, and issued necessary attorney’s opinion letters to the sales agent and the transfer agent
New bank in New York
We are representing a group that is in the process of organizing a new bank in New York with initial capital between $12 and $17 million. The representation will include all facets of the legal work required to charter a new bank and bring it to the point where it opens its doors to the public, including applying to the Superintendent of Banks for a corporate charter; applying to the FDIC for the insurance of accounts; preparing disclosure documents to be distributed to potential investors so the bank can raise its initial capital; assisting in the development of policies and procedures to govern ongoing operations; and negotiating contracts with service providers such as data processing companies.
Publicly traded bank holding company
We represent a publicly traded bank holding company with common stock registered under the Securities Exchange Act of 1934 in complying with all of its obligations under federal securities laws. This includes drafting and legal review to assist the company in satisfying its periodic reporting requirements, such as the filing of 10-K annual reports and 10-Q quarterly reports. We also work with the company in the preparation of its annual proxy statement and annual report to be distributed to shareholders so the company can solicit proxies for its annual meeting. This work also includes assistance in complying with various Sarbanes-Oxley Act requirements, varying from provisions regarding the independence of directors to provisions regarding review and certification of the accuracy of financial disclosures by executive officers.
Remote merchant check capture program
We assisted a number of commercial banks in New York State in implementing cutting-edge remote merchant check capture programs. First, we worked with outside consultants and senior officers of the banks to develop the terms and conditions of the program. We then prepared a comprehensive written agreement for the banks to use in establishing their relationships with their merchant customers. Finally, we assisted in educating bank personnel regarding the legal implications of the remote deposit of scanned images of checks so that they would be able to deal with operational problems that might arise.
Out-of-state bank documentation development
We have assisted an out-of-state state-chartered bank in developing residential mortgage loan documentation for use in New York that satisfies all disclosure and substantive requirements of New York consumer protection laws. As part of this task, we also designed the entire documentation package to satisfy federal legal and regulatory requirements and, in doing so, discovered weaknesses in the bank’s home-state loan documentation. As a result, we were called upon to assist the bank in the redesign of its loan documentation packages for all residential mortgage loans to assure compliance with federal laws, including the Truth in Lending Act, the Real Estate Settlement Procedures Act and the Equal Credit Opportunity Act.