Experience
Patent Landscape Analysis for Fintech Client
Conducted patent landscape analyses and ideation sessions for a large fintech client in the area of authenticating online users.
Acquisition of Community Bank and Formation of Bank Holding Company by Investor Group
Represented a group of investors in the formation of a bank holding company and acquisition of a national bank based in Kansas via an interim bank merger.
Sale of a Bank Holding Company by a Bank Holding Company
Represented Village Bancshares, Inc., bank holding company of The Village Bank, St. Libory, Illinois, in its acquisition by First Waterloo Bancshares, Inc., bank holding company of First National Bank of Waterloo, Waterloo, Illinois.
Dismissal of $1 Million Damages Claim and Attorney Fees Award
In this interpleader action in a rural venue against a sympathetic plaintiff, represented a regional bank in defeating a counterclaim seeking over $1 million in damages by obtaining a total dismissal with prejudice in our favor, which included an attorney fees award.
Advise Multiple Bank Holding Companies on Subordinated Debt Offerings
Represented over a dozen bank holding companies as issuer’s counsel in offerings of subordinated debt, including providing legal opinions under New York, Missouri and Illinois law.
Acquisition of a Bank and Bank Holding Company by a Bank Holding Company
Represented Royal Bancshares, Inc., bank holding company of Royal Banks of Missouri, St. Louis, Missouri, in its acquisition of Saints Avenue Bancshares, Inc., bank holding company of Saints Avenue Bank, New London, Missouri, and the subsequent merger of Saints Avenue Bank into Royal Banks of Missouri.
$31.7 Million Acquisition of Bank Holding Company
Represented Fortune Financial Corporation, bank holding company of FortuneBank, Arnold, Missouri, in its merger with a subsidiary of Southern Missouri Bancorp, Inc. (NASDAQ: SMBC), bank holding company of Southern Bank, Poplar Bluff, Missouri. The total merger consideration was approximately $31.7 million, consisting of stock and cash at a 60:40 ratio. In addition, Southern Missouri assumed approximately $7.5 million in subordinated debt.
Lead Counsel on Multimillion-Dollar Cross-Border Loan
Served as lead counsel to an international bank on a multimillion-dollar (U.S. and Canadian dollars), cross-border, senior secured loan.
Secured Dismissal for Banking Client in Loan, Foreclosure Matter
Secured motion to dismiss in St. Louis County Court for a Missouri state-chartered banking client. The plaintiffs claimed several million dollars in damages related to a loan and foreclosure by the client and filed claims alleging breach of contract, breach of implied covenant of good faith and fair dealing, breach of fiduciary duty, wrongful seizure and liquidation in a prior replevin case, and a wrongful foreclosure sale. The plaintiffs voluntarily withdrew their claims and set forth new claims of negligent misrepresentation or concealment, fraudulent misrepresentation or concealment and breach of contract/third-party beneficiary. The Court granted our motion to dismiss based on arguments of res judicata and failure to state a claim, and dismissed the claims with prejudice.
$108 Million Acquisition of Bank Holding Company
Represented Delta Bancshares Company, bank holding company of Jefferson Bank and Trust, St. Louis, Missouri, in its merger with a subsidiary of First Mid Bancshares, Inc. (NASDAQ: FMBH), bank holding company of First Mid Bank & Trust, Mattoon, Illinois. The total consideration for this cash and stock deal was approximately $108 million. We also provided counsel on employee benefits and tax aspects of the transaction.
Payment Authentication Patent Portfolio for Fintech Client
Developed patent portfolio for large fintech client in the area of payment authentication services. Multiple patent attorneys prepared and filed numerous patent applications directed to authenticating online users using client device metadata.
Served as Placement Agent’s Counsel on Bank Holding Company Securities Offerings
Represented multiple investment banks as placement agent’s counsel in offerings of common stock and subordinated debt.
Long-standing Representation of Banks, Lending Institutions in Real Estate Matters
Represented multiple banks, lending institutions and related entities on all matters of real estate including acquisitions, REO management and dispositions, zoning, 1031 exchanges, easements and leases.
TRO Secured for Financial Client
Obtained a temporary restraining order for a wealth management firm against a former employee regarding the violation of a nonsolicitation agreement. The employee, who had provided services to approximately 300 households representing about $50 million in assets, had signed a confidentiality and nonsolicitation agreement stating he would not directly or indirectly do business with or attempt to take away any of his employer’s clients.
Compliance Programs for Financial Institutions Serving Marijuana-Related Businesses
Represent multiple financial institutions regarding compliance programs for providing banking services to marijuana related businesses.
Counsel to Lender in Multimillion-Dollar Loan Modification
Served as counsel to lender in connection with document review and borrower opinion in multimillion-dollar loan modification.
Missouri Counsel to National Lender in $250 Million Loan Restructuring
Served as Missouri counsel to national lender in connection with the restructuring of a $250 million loan.
Lead Trial Counsel for National Bank in Adversary Proceeding in Bankruptcy Court
Served as lead trial counsel to national bank in adversary proceeding in bankruptcy court resulting in a judgment for priority of mortgage against $15 million mechanic's liens on failed commercial project.
Lead Trial Counsel to National Bank in Receivership, Foreclosure
Served as lead trial counsel to national bank in receivership and foreclosure of mobile home park.
Lead Trial Counsel to National Bank in Chapter 11 Proceedings, First Virtual Evidentiary Hearing
Served as lead trial counsel to national bank lender in enforcement of rights in secured collateral in Chapter 11 bankruptcy proceedings, including the first virtual evidentiary hearing conducted in the court.
Counsel to National Bank in Collection on Commercial Loan
Served as counsel to national bank in collection on commercial loan, secured by multi-state collateral, including receivership.
Counsel to Multinational Hedge Fund on Post-Employment Obligations
Counseled multinational hedge fund and financial serves company regarding post-employment obligations of employees.
Represented Hotel Chain in Airline Bankruptcy
Representation of national hotel chain (150+ hotels) in Spirit Airlines, Inc.'s Chapter 11 bankruptcy.
Nine-Figure Multi-Currency Credit Facilities
Representation of leading U.S. and Swedish energy storage developer in out-of-court restructuring of nine-figure multi-currency credit facilities.
$85 Million Cross-Border Acquisition Financing
Lead counsel to global manufacturing company on $85 million cross-border (U.S., U.K., Netherlands, Taiwan, Germany, Australia) acquisition financing.
$2 Million Series A Issuance for Fintech Client
Represented a financial technology company in its issuance of more than $2 million in Series A Preferred Stock. Worked with the company to integrate Series A preferences with Series Seed preferences. The company was able to fund expansion in operations.
Dismissals Lead to Favorable Settlement
Obtained the dismissal with prejudice of multiple claims brought by one financial institution against another arising out of a data breach led by fraudsters, facilitating a favorable settlement of the sole remaining claim.
Acquisitions for Banking Client’s Southern Expansion
Completed the acquisition of two sites in Northwest and Central Arkansas to facilitate a banking client’s expansion. Worked closely with a local development team to ensure local approval of the bank’s intended development. In addition, the team worked through local and subdivision architectural and site plan approvals, property investigation, site plan development and access negotiations across neighboring properties to ensure the one of the sites, which has a unique topography featuring a 40-foot vertical drop from east to west, was suitable for our client’s intended development.
Land Acquisition, Negotiations for Banking Client Expanding Footprint
Negotiated the acquisition of vacant land for the development of two new branch locations for a banking company in Northwest Arkansas. Worked with a local development team to negotiate access, signage and development approvals to facilitate design and construction of the new locations.
Representation of International Bank in Prosecution
Represented international bank in prosecution of claims related to purchase and sale of commercial mortgage-backed securities and collateralized debt obligations (CDOs).
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