Practice/Industry Group Overview
For decades, Duane Morris has provided leading national and international financial institutions with the full range of legal services they require. From commercial loan documentation and workouts to commercial litigation, intellectual property, bankruptcy and employment law, Duane Morris offers experienced and comprehensive business and legal guidance for clients in the tumultuous banking and financial services industry. Guiding our service to our bank clients is a simple, unwavering focus on thoroughly understanding their business and providing the legal solutions that enable them to reach their goals. By practicing law this way, we've built strong relationships with more than half of the top 50 U.S. bank holding companies and more than 100 banks and financial services companies.
Range of Services
As banks face an increased volume of troubled commercial loans, particularly real estate loans, Duane Morris offers extensive experience in asset recovery actions, workouts and related matters. Our attorneys are adept at negotiating forbearance or debt restructuring agreements well before litigation or foreclosure actions are undertaken. If litigation or foreclosure is unavoidable, we skillfully assist our clients in enforcing their rights as secured and unsecured creditors, whether in bankruptcy proceedings, actions to enforce remedies under Article 9 of the Uniform Commercial Code, confessions of judgment, actions on notes and guaranties, or otherwise. Our attorneys are also experienced in enforcement of judgments by executing upon real and personal property.
Bankruptcy and Reorganization
Business publication The Deal consistently ranks Duane Morris as one of the most-active bankruptcy practices in the United States. A significant portion of our bankruptcy work focuses on serving the needs of banks and other lenders as secured creditors in all phases of negotiation and enforcement. When advancing bank group or creditors' committee viewpoints and positions, we understand that maintaining open communication among all members of the group or committee is one of the keys to a favorable and prompt result.
Our bankruptcy attorneys handle the following types of matters, among others:
Creditors' and Equity Holders' Counsel: Claimants and interest holders of all types, including bank groups, special servicers, prepetition lenders, indenture trustees, postpetition lenders, lessors, licensors, shareholders, partners and members of limited liability companies, who all rely on the firm to advance their viewpoints and positions through negotiation and litigation.
Financing and Asset-Based Loan Transactions: From initial loan documentation to forbearance and/or amendment agreements to debtor-in-possession (DIP) financing agreements, Duane Morris attorneys negotiate and draft agreements that meet our clients' most pressing needs.
Acquisition and Disposition of Distressed Entities: Investors, competitors and business managers often find the assets of troubled companies, or the companies themselves, to be attractive investments. The firm regularly advises parties that are selling, purchasing or investing in distressed and insolvent businesses regarding the risks and potential rewards involved. Whether in or out of court, Duane Morris attorneys can also assist with the due diligence and the negotiation, structuring, and documentation of these "back-end" mergers and acquisitions.
Litigation: Because the restructuring and liquidation processes inherently involve competing constituencies, clients turn to Duane Morris for dispute resolution and litigation counsel. Clients benefit from the firm's substantial experience litigating bankruptcy and insolvency-related matters. We regularly prosecute and defend all manner of actions, including actions for relief from the automatic stay; adequate protection; alleged preferences; setoff; substantive consolidation; plan confirmation; channeling injunctions and releases; recovery of assets; avoidance of transfers; lender liability, including defense of claims for negligent and/or fraudulent lending practices; and breaches of fiduciary duties.
Commercial Loan Documentation, Generally
Duane Morris works closely with lenders and borrowers in secured and unsecured commercial loans of all sizes, efficiently staffing each transaction according to its legal complexity and our client's budget considerations.
Financing of stock and asset acquisitions and purchases of commercial real estate comprise a significant portion of our practice, with teams of attorneys assembled to meet the fast-track schedules often imposed on large transactions. Using an extensive library of firm-crafted model loan documents, we have been able to meet tight time requirements, producing initial drafts on a same-day basis in some cases. We also document the restructuring of troubled loans both in and out of bankruptcy.
In addition to handling large or complex loan transactions, our attorneys capably and cost-effectively handle "garden-variety" commercial mortgage and asset-based loans, as well.
We assist banks with origination, sales, servicing, securitization, workout and restructuring for commercial, industrial and residential loans and credit facilities pertaining to all types of real estate interests.
Our work in this area has encompassed origination and packaging of loans and credit facilities for:
- Acquisition and development of restaurant and other franchise chains
- Construction and permanent loans for hotels, shopping centers, and healthcare and educational facilities
- Public and private financing of affordable housing
- Financing of condominium projects and residential tract developments
- Credit facilities to real estate investment trusts
- HUD §108 and other federal and state loan programs
- Acquisitions and sales of residential and commercial mortgage pools and/or servicing rights
- Warehouse lines of credit
- Residential mortgage licensure and compliance review
- Due diligence review and sampling of pooled assets to evaluate quality control
- Compliance with applicable agency or investor standards
- Federal and state regulatory compliance
Renewable Energy Project Finance
Combining the firm's experience in finance, renewable energy and tax credit syndication, Duane Morris represents banks and other financial institutions providing debt and tax credit equity for the development of renewable energy projects throughout the country. The firm also serves as bond and underwriters counsel for renewable energy projects financed with energy-related bond programs as well as tax-exempt bond financing.
General Commercial Litigation
Duane Morris represents financial institutions and their affiliates in every aspect of corporate and commercial litigation before state, federal and international courts and agencies. Examples of litigation handled by the firm include check fraud, depository and payor bank liability, asset recovery, lender liability, breach of contract and employment matters.
Class Action Litigation
With the banking industry under increased threat of class action litigation, Duane Morris offers extensive experience in defending clients against multimillion-dollar claims arising from numerous areas, including:
- Americans with Disabilities Act access claims
- State unfair competition and consumer protection statutes
- Antitrust law
- Federal and state securities and financial services law
- FCRA/TILA and FDCPA claims
- Employment discrimination and wage-and-hour law violations
- Real estate appraisals
Residential Mortgage Litigation and Related Matters
Duane Morris is a national leader in the representation of real estate lenders dealing with troubled and defaulted residential mortgage loans. We handle hundreds of active files for clients and have assisted clients in at least 30 states across all asset classes. Duane Morris lawyers have worked on behalf of banks, non-bank lenders, special servicers of securitization trusts, debt purchasers and asset buyers to resolve complex troubled mortgage loan issues. Our services include litigating contested foreclosure actions in the federal, state and bankruptcy courts; negotiating and documenting loan modifications and other workout agreements; appointing receivers; and completing judicial and non-judicial foreclosures.
To protect our clients' interests in residential real estate collateral, we resolve various litigation and workout matters, including threatened lender liability claims arising from threatened foreclosures; tax sale foreclosures; interpleaders; receiverships; condemnations; various types of in rem and property claims; and bankruptcies. We also prosecute title claims on behalf of clients when required to protect their interests and pursue fraud and negligence actions against mortgage brokers, real estate appraisers and other professionals when appropriate, as arising out of distressed loans or loan portfolios. In addition, we handle defense of class actions, declaratory judgment actions and predatory lending claims where the loans at issue are neither troubled nor defaulted.
In all of the above matters, we rely on our thorough knowledge of the federal consumer and regulatory laws, such as the Fair Credit Reporting Act; Consumer Credit Protection Act; Fair Debt Collection Practices Act; Equal Credit Opportunity Act; Truth in Lending and Regulation Z; RESPA; HAMP; Federal Trade Commission regulations; privacy acts; and related state unfair and deceptive trade practice/consumer protection acts.
Duane Morris provides comprehensive counsel on the broad range of matters involving employment law, benefits and executive compensation. Although we focus on preventive counsel, employment-related litigation sometimes is unavoidable. Our experienced labor and employment litigators seek efficient resolutions to disputes in state and federal courts and in appellate proceedings, including those before the U.S. Supreme Court. We also handle arbitrations and administrative hearings before state and federal anti-discrimination agencies or labor relations boards, as well as before unemployment compensation tribunals. Duane Morris attorneys defend banking clients in a wide range of matters involving:
- Employment discrimination
- Enforcement of restrictive covenants
- Employment contracts
- Wrongful discharge
- Harassment at the workplace
- Unemployment compensation
- Disability discrimination
- Whistleblower protections
- Enforcement of trade secrets
- Employee benefits
- FLSA wage-and-hour compliance
Intellectual Property Litigation
Duane Morris is one of the most-active law firms in the United States in all aspects of intellectual property litigation. National publications like U.S. News & World Report, IP Law360 and others have recognized Duane Morris' intellectual property work, with the firm being ranked among the nation's leading firms for patent, copyright and trademark cases. Corporate Counsel magazine's 2011 review of "Who Represents America's Biggest Companies" listed Duane Morris among the top 10 "litigation kings" for the intellectual property needs of Fortune 100 companies.
Our intellectual property litigators have been involved in many of the cases that have defined the scope of intellectual property rights. These cases resulted in decisions of the U.S. Supreme Court or the Court of Appeals for the Federal Circuit, the special appeals court for patent cases. Representative lawsuits include College Savings Bank v. Florida Prepaid Postsecondary Educ. Expense Bd., a case that resulted in two Supreme Court decisions defining the limits of applicability of federal patent and trademark laws to state entities; Nobelpharma AB v. Implant Innovations, Inc., a Federal Circuit decision affirming a major award of damages to our client for the plaintiff's antitrust violation in attempting to enforce a patent procured through fraud; and Markman v. Westview Instruments, Inc., which resulted in decisions of the Federal Circuit and the Supreme Court establishing that interpretation of patent claims is a question of law to be decided by a judge rather than by a jury, in what have become known as "Markman" hearings.
In today's legal environment, however, only a small percentage of cases go to trial. Thus, it is essential that you have counsel who are focused on your business objectives and the most cost-effective means of achieving those objectives. If a creative business resolution is in order, we will litigate the case in a manner that will drive the case toward such a resolution. We also have extensive experience in the use of alternative dispute resolution mechanisms. From the outset of each case, we explore with our clients the potential risks, opportunities and costs associated with various strategies for dispute resolution, including litigation, mediation, arbitration and negotiated settlements.
Partners of Duane Morris include former staff members of the Federal Deposit Insurance Corporation, the U.S. Department of Justice and the Securities and Exchange Commission. Our lawyers regularly represent the interests of our clients before these agencies, as well as before the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Bureau of Consumer Financial Protection, the National Credit Union Administration, the Department of Housing and Urban Development and state banking, securities, insurance and antitrust supervisors. We design new products, services, and corporate and business structures that minimize regulatory delays and clear obstacles to our clients' goals. Our lawyers advise clients on regulatory compliance matters such as ownership and control issues under the Bank Holding Company Act, inter-affiliate transactions, compliance with the Volcker Rule and other parts of the Dodd-Frank Act, permissibility and structuring of proposed activities and programs, risk management, development of orderly resolution plans (Dodd-Frank Act "living wills"), management interlocks and marketing of uninsured products.
Further, the firm advises banks regarding their rights and responsibilities under the federal antitrust laws. We have defended banks in bank merger antitrust cases and assisted many large bank holding companies and bank chains in the statewide and interstate expansion of their branch networks. We prepare antitrust compliance programs, competitive briefs for use in banking applications and other regulatory filings, and detailed market studies for the planning of mergers, acquisitions and divestitures. We also represent our clients through informal and formal investigations and in court if necessary.
Corporate and M&A
We represent both acquirers and target financial institutions in both friendly and confrontational situations. We help structuring, negotiating, investigating and documenting the transaction, pursuing the necessary governmental approvals and clearances, resolving potential antitrust obstacles, registering the securities to be used in paying for the transaction, securing the necessary shareholder approvals, performing due diligence, closing the corporate and business aspects of the transaction, and assisting in serving the post-merger needs of the participants, their present and former shareholders and regulatory authorities. We frequently assist in-house legal staffs with particular areas of acquisitions, such as antitrust review and resolution of the competitive aspects of the transaction or assistance in negotiations with bank regulators or other interested third parties to the merger.
In today's environment, middle-market private capital presents great opportunities and significant challenges for investors, business owners, lenders and their advisors. At Duane Morris, we know the middle market—we understand the needs and concerns of its participants, as well as the complexities they encounter. With our private equity experience, our lawyers think and advise like business owners and investors. We take a holistic approach to our relationships and act as a resource for our clients, seeking opportunities for them by drawing on our deep industry networks. Through industry connections, deal flow, advice and services, we offer value above the transaction terms to help clients achieve their goals.
Duane Morris counsels a broad spectrum of middle-market private equity funds and other private capital sponsors, as well as their portfolio companies, and sellers of middle-market businesses. We have extensive experience with the transactional, regulatory and business issues our clients face in fund formation, control and non-control investments, portfolio management and M&A. Our experience enables us to provide advice from a 360-degree perspective, from sourcing to investment; from debt to equity; from acquisition to growth; and from investment to realization.
As a global law firm, Duane Morris is ideally positioned to provide the breadth and depth of advice and services required to support and execute complex transactions and financings across the broadest range of industries and geographies. We staff matters with a focus on competency and efficiency—while drawing on a diverse suite of transactional support practices, such as tax; employment; ERISA and executive compensation; intellectual property; antitrust; and securities.
Our major industries of focus include:
- Financial services
- Consumer goods
- Apparel and retail
- Renewable/alternative energy