Blank Rome LLP

"Clients repeatedly singled out the 'incredibly efficient and detailed'
attorneys 'who always anticipate where we need to be.' "

—Chambers USA

The financial institutions sector has been reshaped by turmoil in world financial markets, rapid advances in technology, increasing regulatory restrictions, and a wave of bank mergers and acquisitions. Experienced legal counsel is more important than ever to keep up with a constantly evolving regulatory climate, and to capitalize on the opportunities presented by growth and change.

Blank Rome serves a wide range of financial institutions and their holding companies ranging in asset size from several million dollars to multi-billion dollar entities throughout the U.S.  On matters ranging from day-to-day corporate operations to structuring and closing complex loan and securities transactions, Blank Rome provides innovative solutions and practical advice that are consistent with our client’s overall business plan.  Our extensive experience and understanding of the marketplace and the regulations under which our clients operate permit us to navigate the complexities of the regulatory environment and structure and complete complex transactions for our financial institution clients.

Our financial institution clients include thrifts, banks and their holding companies, finance companies, insurance companies, investment banks, private equity funds and private investors, mortgage banks, pension funds, publicly held and privately held financial institutions, and regional and national lenders. We also represent underwriters, placement agents, and acquirers in financial institution–related transactions.  Blank Rome’s financial institution attorneys advise clients on such diverse issues as loan transactions, securities, corporate, regulatory, and employment and benefit matters.

Loan Transactions

• complex lending transactions
• loan workouts
• consumer lending
• equipment and leveraged-lease agreements
• intercreditor relationships
• letters of credit and loan
• syndications

Securities and Corporate Matters

• anti-takeover planning 
• business and asset purchases, including insurance-related businesses 
• branch sales and acquisitions 
• change-in-control transactions 
• conversions (including charter conversions and merger conversions) 
• corporate governance, fiduciary duties and Sarbanes-Oxley compliance
• de novo bank and holding company formations
• joint ventures
• mergers, acquisitions, and divestitures 
• mutual holding-company formations
• public and private stock offerings of debt and equity securities, including trust-preferred offerings
• SEC and exchange matters
• state and federal securities law compliance
• e-proxy rules
• securitizations 
• tender offers  

Regulatory Matters

• Bank Secrecy Act compliance
• bank regulatory compliance matters
• interstate banking and branching issues
• permissible holding company and subsidiary activities
• product development
• service corporation activities
• truth-in-lending issues

Employment and Benefit Matters

• ERISA compliance
• dividend reinvestment plans
• employee benefit plans, including ESOPs, stock options, and restricted stock plans
• employment compliance and labor matters
• executive employment and severance agreements
• section 409A compliance

Blank Rome Government Relations LLC, our government relations affiliate, provides our financial institution clients with legislative analysis and support. One of our principals is a former legislative counsel to the U.S. Senate Banking and Governmental Affairs Committees, and advocates for numerous banks, thrifts, securities and investment firms, and industry groups. Our team was intimately involved with the drafting of the Interstate Banking and Branching Act and helped to shape important public policy, including the Gramm-Leach-Bliley Financial Services Modernization Act.

Select Engagements

• Parent company of a Mid-Atlantic regional bank in:
  • acquisition of Palm Beach County Bank, valued at $400 million
  • $250 million public offering of common stock underwritten by Merrill Lynch
  • $300 million of underwritten trust preferred stock
• Holding company for a central Pennsylvania bank in the $1 billion acquisition of Sun Bancorp and the $15 million trust preferred offering.
• Commercial and consumer banking services holding company in the $100 million merger/conversion by Keystone Financial Savings Bank.
• Multi-bank holding company in $25 million underwritten secondary offering.
• Parent company of a Mid-Atlantic regional bank in $200 million secondary public offering underwritten by Sandler O’Neill.
• Banking service provider and holding company in $30 million private placement with registration rights of common stock and warrants.
• Publicly traded mortgage and retail banking services company in the $4 million private placement of Series A convertible preferred stock.
• Savings-and-loan holding company in its merger with MainSource Financial Group, Inc., valued at $36.1 million.
• Publicly traded mortgage and retail banking services company in its merger with Stark Bank Group, valued at $27 million, and in closing $4.0 million private placement of preferred stock.
• Represented a publicly traded bank holding company and its state bank subsidiary in an $18.7 million asset purchase of Beach Bank, a Florida commercial banking association.
• Represented Sun American Bank in its merger with Independent Community Bank, valued at $41.1 million.
• Represented Ryan Beck and Sandler O’Neill in a $25 million underwritten public offering for a New York–based bank holding company.

Experienced Attorneys, Recognized in Their Fields

Before joining Blank Rome, many of our attorneys worked for the Securities and Exchange Commission and other government regulatory agencies. Our financial institution lawyers have a thorough understanding of the laws affecting financial institutions and are familiar with the inner-workings of the SEC, the OCC, the FDIC, and the OTS.

Our attorneys hold leadership positions in several trade groups and legal organizations relating to consumer financial services. In addition, they frequently are called upon to speak to legal education groups, bar associations, and trade organizations, such as the Mortgage Bankers Association, Commercial Finance Association, and the Equipment Leasing Association, concerning legal issues affecting the industry.