Advised on London IPO of Eurasian Natural Resources Corporation
Advised major bank, global coordinator, sponsor and joint bookrunners on the a London IPO in 2007.
Successful Representation in State Securities Matter
Represented individual accused of various state securities violations. Successfully negotiated resolution with no admissions of fault or liability and with no fines or restitution.
$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.
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.
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.
$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.
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.
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.
Form 10 Filing, Common Stock Registration for Bank Holding Company
Representation of bank holding company in Form 10 filing for registration of common stock.
Software License, SaaS Agreements for State-of-the-Art Technology for Banking Clients
Negotiated software license and SaaS agreements for multiple banking clients to obtain rights to license, access and use state-of-the-art financial services technology for each bank’s internal businesses and their customers, including electronic billing and payment, processing services, online banking, mobile banking, ACH, card application solutions, enterprise payments, and financial performance and risk management.
Software License, Subscription Agreements for Financial Services Company Offering Custom Client Access
Negotiated software license and subscription agreements for a financial services company which provided the client access to and use of specialized trust administration and wealth management applications, the integration of financial information from external accounting platforms, and the creation of customized client portals for end user online access to designated data and reports.
$32 Million Recapitalization of Bank Holding Company
Represented a bank holding company as lead counsel in its $32 million recapitalization.
Favorable Outcome in Arbitration for Banking Client
Secured a ruling in favor of a banking client that had been accused of violating a vendor’s agreement after three days of arbitration in Milwaukee, Wisconsin. The plaintiff, a former vendor of the bank, sought $1.1 million in damages, plus attorneys’ fees. The bank counterclaimed alleging its performance was excused by the vendor's prior material breach of the agreement.
Major Victory in Class Action for Low-Income Lender
Secured a major victory in a class action lawsuit for a low-income lender in Nevada and Arizona, which rendered vehicles inoperable if loan payments were not up-to-date.
Representation of Investment Advisory Firm in SEC Action, Criminal Investigation Alleging Market Manipulation
Represented an investment advisory firm in parallel SEC enforcement action and criminal investigation regarding allegations of market manipulation.
Representation of Bank Clients in FDIC Actions
Represented a number of banks against FDIC actions, including the evaluation of loans and fiduciary duty for boards of directors.
Won Dismissal of Class Action Securities Litigation Alleging Market Manipulation for Brokerage Firm
Represented a brokerage firm in class action securities litigation alleging manipulation of options market. Won motion to dismiss. Affirmed on appeal by the Third Circuit.
$300 Million Divestiture of Financial Services Company
Represented a private equity fund in a nearly $300 million divestiture of a financial services company specializing in the health care industry. This transaction involved lengthy negotiations with an NYSE-listed buyer expanding in the market, and allowed the fund to exceed is required rate of return on its investment.
$258.4 Million Bond Financing
Served as co-bond counsel in the issuance of $258.4 million of tax-exempt bonds to fund airport construction and refinance existing debt. The refinancing was expected to result in major savings over the term of the bonds.
$40 Million Financing of Apartment Community
Managed a $40 million financing of a 400-unit apartment community, which includes affordable housing aspects and a Freddie TEL.
$35 Million Sale of Bank Holding Company
Managed the $35 million sale of a bank holding company and state-chartered subsidiary bank.
Multimillion-Dollar Venture Capital Fundraising for Fintech Company
Advised a financial technology company providing robo-advisory services on its multimillion-dollar venture capital fundraising.
Representation of Financial Institution in Securities Class Action Following Acquisition
Represented a major financial institution in class action securities litigation arising from its acquisition of another major bank.
Successful Enforcement of Agreements Against Former Staffing Firm Employees
Successfully pursued and enforced multiple confidentiality and customer nonsolicitation agreements, along with computer tampering claims in courts in Missouri, Illinois and Iowa, against former employees of national Fortune 500 staffing firm.
Co-counsel in Bioenergy Companies' Chapter 11 Bankruptcy
Served as co-counsel to global bioenergy companies in Chapter 11 bankruptcy proceedings.
Representation of Financial Institutions in Investigation of Corruption Involving a Major International Football Association
Represented several financial institutions in connection with a criminal investigation into the corruption of officials in a major international football association.
Defense of Officers, Directors in Securities Investigations
Participated in the defense of former officers and directors of publicly held government support manufacturer in securities investigations by federal and state authorities.
Enforced Arbitration Agreement for Securities Company
Successfully enforced an arbitration agreement against a current employee of a large securities brokerage company in St. Louis County Circuit Court, resulting in withdrawal of the employee’s attorney and dismissal of the employee’s claims.
Resolution of Fraud, Wrongful Termination, Other Claims
Obtained a favorable result in a jury trial in the United States District Court for the Western District of Missouri on behalf of an international corporation that had been sued by a number of former employees for fraud, wrongful termination in violation of public policy, and a number of other tort claims. After trial, the remaining claims settled for a small fraction of the settlement demand, saving the client hundreds of thousands of dollars.
Counsel to Worldwide Leader in the Payments Technology Industry
Counseled worldwide leader in the payments technology industry across a variety of practice areas in connection with technology development and licensing, and payment processing service offerings.
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