Practice Areas & Industries: Duane Morris LLP

Practice Group Overview

The lawyers of Duane Morris have represented banks, savings associations and their holding companies in more than 40 states in the United States and abroad. Our lawyers have also represented other providers of financial services, including investment banking and brokerage firms, commercial finance companies, insurance companies and credit unions in a broad range of regulatory, legislative and business law areas.

Services Available

Range of Services

Regulatory. Partners of Duane Morris include a former state banking commissioner and former staff members of the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, 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 Thrift Supervision, 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 eliminate obstacles to the achievement of our clients' goals. Our lawyers advise clients on regulatory compliance matters such as ownership and control issues under the Bank Holding Company Act and the Savings and Loan Holding Company Act, interaffiliate transactions, permissibility and structuring of proposed activities and programs, risk management, management interlocks and marketing of uninsured products.

Additionally, the firm represents a number of insurance companies and insurance industry organizations, including property/casualty insurance companies, life insurance companies, reinsurance companies, HMOs and PPOs, rating bureaus, captive insurers offshore and alternative market entities and guaranty associations in rate-making activities, regulation of insurance practices and reinsurance transactions, as well as public and private equity and debt financings, mergers and acquisitions of insurance companies, agencies and brokerages, state insurance department financial examinations, and holding company reporting requirements and licensing. We have also assisted clients in establishing offshore insurance companies, captive insurance companies and fronting arrangements, creating downstream holding companies, demutualizing insurance companies and complying with solvency standards. Members of the firm apply this experience when counseling and representing banking organizations and thrift institutions in connection with insurance activities.

Corporate and M&A. We are one of the most prolific banking merger and acquisition firms in the nation. We represent both acquirers and target corporations, in both friendly and confrontational situations. Our capabilities range from assistance in 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 local counsel or 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.

An acquisition typically requires the diverse skills of an interdisciplinary group of lawyers practicing in the areas of corporate, securities, tax, real estate, environmental, employment, intellectual property, labor and employee benefits law and litigation. With capabilities in all of these areas, the firm efficiently and effectively handles the challenges posed by the most complicated merger transactions. One of our business lawyers is the chair of the Negotiated Acquisitions Committee of the American Bar Association's Business Law Section and chairs the subcommittee that is publishing a model acquisition review manual.

Duane Morris lawyers lend their experience to community groups who are seeking to organize new financial institutions. We assist in corporate formation, capital raising, the procurement of necessary governmental approvals, the formulation of corporate and regulatory compliance policies and the maintenance of proper corporate and stockholder records.

Of particular interest to many of our financial institution clients is our practice in the intellectual property area, including licensing, trademark and copyright law capabilities, and our counseling on business ethics and corporate governance issues.

Antitrust. The firm advises financial services companies with regard to 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 represent our clients through informal and formal investigations and in court if necessary.

Securities Regulation. We counsel financial institutions and their affiliates and holding companies on compliance with federal and state securities laws. Our services include SEC registrations, drafting prospectuses, offering memoranda, proxy and information statements and other disclosure documents, perfecting federal and blue-sky law exemptions and conducting due diligence investigations. We also handle the conversion of banks and savings and loan associations to holding company structures and the conversion of savings associations from the mutual to the stock form of ownership. Our lawyers apply their knowledge of securities laws and financing trends to assist clients in consummating these often complex transactions in an innovative, cost-effective and timely manner.

Duane Morris also assists clients on matters relating to timely and prudent disclosure of material corporate developments, standards of conduct under Regulation FD, compliance with the SEC's reporting requirements relating to insider trading and the short-swing profits rules, the preparation of proxy and information statements and periodic reports required under the Securities Exchange Act of 1934, the preparation of stock option plans, stock purchase plans, dividend reinvestment plans and various types of employee benefit plans, listing of securities on national securities exchanges or Nasdaq and satisfaction of the requirements of Rule 144 relating to the disposition of restricted securities.

We advise clients starting new financial institutions regarding the development of a capital structure, negotiations with venture capital firms and other early-stage investors, the allocation of share ownership among participants and the development of stock-based benefit plans, such as stock option programs, phantom stock plans, ESOPs and restricted stock plans.

The firm also handles the registration of new firms and newly created affiliates as broker-dealers or investment advisers and represents banks and broker-dealers before the National Association of Securities Dealers, Inc. and investment advisers in compliance matters under the Investment Advisers Act. The firm represents brokerage firms, registered representatives and public customers in litigation and arbitration in all aspects of securities law, including broker-customer cases, intra-industry disputes and employment claims. Our lawyers also serve as and train arbitrators for the National Association of Securities Dealers, providing a perspective on how such cases are viewed by those who decide them.

Reorganization and Financial Services. Duane Morris maintains an extensive practice in complex chapter 11 cases and sophisticated workouts. Our lawyers provide counseling and negotiation skills gained through the representation of debtors and creditors in capital restructuring and in the representation of creditor groups and committees, debtors, major creditors, financing sources and plan proponents in bankruptcy cases nationally.

Our representation of banks and other lenders as secured creditors has involved all phases of negotiation and enforcement with an emphasis on prompt and economical recoveries. When advancing creditors' committee viewpoints and positions, we strive to maintain a constant source of information and communication among committee members, their constituencies and other parties interested in bankruptcy cases.

We advise financial institutions in state-of-the-art financing tools, including trust-preferred and REIT-preferred securities, as well as traditional debt and equity issuances. We seek to combine favorable regulatory treatment under international capital guidelines with optimal tax treatment under the Internal Revenue Code and the tax codes of state and foreign jurisdictions.

We host an annual client seminar on significant legal developments in reorganization and commercial finance law. For the convenience of our clients, seminars are held annually in New York, Chicago, Philadelphia, Boston, Charlotte and elsewhere. In conjunction with the seminar, the firm prepares a comprehensive book on important developments in reorganization and commercial finance law. Published annually, the book is of particular interest to clients who are lenders, creditors, managers of and investors in troubled businesses and professionals whose work includes business reorganization activities. Included in the book are summaries of cases from the preceding year in the areas of loan documentation, credit transactions, workouts and bankruptcies.

Commercial Litigation. We represent financial institutions and their affiliates in all types of corporate and commercial litigation before state, federal and international courts and agencies. In the banking and financial institutions fields, our lawyers have represented the Federal Deposit Insurance Corporation, the Resolution Trust Corporation, banks, thrift institutions and securities firms in a wide variety of matters, including statutory special issues, deposit insurance, general commercial claims, bankruptcy, receiverships, real estate, foreclosures, lender liability and professional liability.

We represent financial institutions in arbitration and mediation proceedings involving employment matters, noncompetition agreements, disputes with customers and other subjects. Our lawyers have also been very active in the rapidly expanding field of securities arbitration. We have represented claimants and respondents in broker/customer disputes and intrasecurities-industry controversies before various self-regulatory organizations and the American Arbitration Association.

Loan Documentation. Our loan documentation practitioners assist in secured and unsecured commercial loans of all sizes, staffing each transaction according to its legal complexity and the lender's (or borrower's) budget for transaction costs.

Financing of stock and asset acquisitions and purchases of commercial real estate make up a significant portion of the loan documentation group's practice, with teams of attorneys assembled where necessary to meet the fast-track time schedules often imposed on large transactions. With an extensive library of firm-crafted model loan documents with which to work, we have been able to meet tight time requirements, in some cases producing initial drafts on a same-day basis. We also document the restructuring of troubled loans both in and out of bankruptcy.

Mortgage Lending. Our mortgage lending practice encompasses origination, sales, servicing, securitization, workout and restructure 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; and federal and state regulatory compliance.

Legislative Representation. The firm represents financial institutions on legislative and executive policy matters at both the state and federal levels. Our lawyers include former congressional staff members and former governmental officials and staff. They have played a role in virtually all of the major legislative developments affecting the financial services industry in the last two decades, including interstate banking and branching, federal deposit insurance regulatory reform, interest rate exportability, insurance and securities activities authorization and limited-purpose institution authorization.

We are experienced in designing and implementing a complete legislative effort, including policy and priority formulation, drafting of supporting materials, analysis of pending legislation, drafting legislative proposals and amendments, drafting testimony, member and staff visitations, coalition building, liaisoning with interested governmental agencies, coordination of grassroots lobbying efforts and monitoring and evaluating political developments that might affect legislative outcomes.

Our lawyers promote client interests in rulemaking proceedings before all of the financial institution regulatory agencies. We advise clients on the intricacies of the federal and state rulemaking processes, and we track and analyze regulatory policy developments, often before they are reported.

Duane Morris Government Affairs LLC, a wholly owned subsidiary of the firm, provides lobbying and government relations consulting and management services to clients at the local, state and federal levels.

Intellectual Property Law. We provide services to banking organizations in connection with clearing and registering service marks, including logos, names and slogans. We also advise on financial services patent issues, software development and licensing. We provide services regarding copyright protection and trade dress protection for ad campaign literature.

A substantial part of our intellectual property practice for financial institutions involves representing our clients in the acquisition and transfer of ownership of intellectual property rights in trademarks, copyrights and patents by license agreement, assignment or sale. We also assist our clients in structuring and coordinating the acquisition of intellectual property rights in foreign countries. The firm is a member of the International Trademark Association.

Public Finance. We have represented numerous investment banking firms serving as underwriters, financial advisers and placement agents in public finance transactions, both private placements and public offerings. We assist in structuring, negotiating and documenting the bond transaction, advise on compliance with SEC Rule 15c2-12 and perform the due diligence review. The range of transactions has included bond issues for public school districts as well as private schools and colleges, healthcare, affordable housing and exempt facilities such as port facilities, water and sewer systems, solid waste disposal facilities, etc. We have a substantial practice in the representation of underwriters, placement agents, financial advisers and trustees in connection with qualified 501(c)(3) bond issues and are familiar with the complex requirements that must be satisfied in these transactions.

We have acted as bond counsel, underwriters' counsel, counsel to the credit enhancer, trustee's counsel, issuer's counsel and borrower's counsel in conduit transactions. In the past ten years, our lawyers have been involved in more than 80 transactions involving more than $2 billion of debt. Duane Morris is included among the municipal bond attorneys of the United States in The Bond Buyer's Directory of Municipal Bond Dealers of the United States, and our bond lawyers are members of the National Association of Bond Lawyers.

Affordable Housing and Community Development. We offer a wide range of services, among them neighborhood economic development, enforcement and litigation, representation of syndicators and investors and senior housing/assisted living. Our role has often included:

• forming the corporation, limited liability company or partnership that will own and operate the project;

• advice regarding acquisition of the land upon which construction will take place or acquisition of the existing building that will be renovated;

• obtaining land use approvals;

• advice regarding the application process for tax credit allocation;

• advice regarding the application process for below-market interest rate financing from state and local agencies;

• advice regarding obtaining other subsidies, such as grants and Medicaid waivers;

• structuring and preparing the construction, development and management agreements for the project;

• preparing tax opinions required for the allocation of tax credits;

• reviewing projections and forecasts;

• reviewing loan documents in connection with the financing of the project;

• identifying potential investors;

• closing on project financing;

• negotiating and drafting agreements with investors;

• closing the investment in the project by investors;

• preparing the tax opinion for investors; and

• assisting in securing permits leading to a certificate of occupancy and placement in service of the project.

For more information, please contact Brian D. Alprin or any of the group members referenced in the Attorney Listing.