Mr. Rappoport advises financial institutions and their holding companies and other public and private entities in structuring, negotiating and executing complex corporate transactions. Mr. Rappoport has extensive experience in a wide variety of capital raising transactions, representing issuers and underwriters in initial and secondary public offerings and private placements. He has represented numerous companies in business combination transactions, including mergers and acquisitions, asset purchases and sales, debt redemptions and holding company reorganizations. Mr. Rappoport advises clients on a variety of other matters, in addition to his corporate and securities transactions work. These include the following: · Public company disclosure requirements · The design of corporate governance systems and structures · Corporate law matters · Internal investigations · Bank regulatory issues Industries Banking & Credit Unions; Financial Services; Technology & Software Experience Acquisition of a controlling interest in a bank holding company for a private equity group, Represented a private equity group in the acquisition of a controlling interest in a South Carolina bank holding company. Mutual holding company reorganization and simultaneous IPO and acquisition for First Federal Savings and Loan Association of Hazard, Represented First Federal Savings and Loan Association of Hazard in its mutual holding company reorganization, the related $21.3 million initial public offering by its newly formed holding company, Kentucky First Federal Bancorp, and Kentucky First's concurrent $29.8 million acquisition of Frankfort First Federal Bancorp, Inc. Corporate and securities matters for a Maryland bank holding company, Represented a Maryland financial institution on a wide variety of corporate and securities matters beginning with the company's IPO in 1999, the company's 2008 public offering, a merger transaction, negotiations with dissident stockholders that resulted in a standstill agreement, the issuance of trust preferred securities and preferred securities under the U.S. Treasury's TARP Capital Purchase Program and a variety of other corporate related matters. Issuance of common stock for a Midwest savings & loan holding company, Represented a Midwestern savings & loan holding company in its recapitalization through a rights offering and common stock issuance to a stand-by investor. Underwriter's counsel for Keefe Bruyette & Woods in a $122 million public offering, Represented underwriter, Keefe Bruyette & Woods, in the $122 million initial public offering by Territorial Bancorp Inc. Preferred securities issuance pursuant to TARP, Represented Maryland financial institution in issuance of preferred securities pursuant to the U.S. Treasury's Troubled Asset Relief Program. Corporate and securities matters for a Maryland financial institution, Represents a Maryland-based financial institution in a wide variety of corporate and securities matters, including its IPO and advice on public company reporting matters. Representation also included acquisition of another financial institution, implementation of equity incentive plans and other executive compensation arrangements, and corporate governance matters. Multiple acquisitions and public offerings for Commercial Federal Corporation, Represented Commercial Federal Corporation in its acquisition of approximately 10 banks and in connection with four underwritten public offerings of common stock and two underwritten public offerings of subordinated notes. Acquisition of MCM Savings Bank FSB by Farmers & Merchants Bancorp Inc., Represented MCM Savings Bank FSB in its acquisition by Farmers & Merchants Bancorp Inc., Hannibal, MO in a Regulation A offering. $27.0 million acquisition of HCB Bancshares Inc. by Rock Bancshares, Inc., Represented HCB Bancshares Inc. in its $27.0 million acquisition by Rock Bancshares Inc. Community Development Financial Institutions closing on financings with the U.S. Treasury, Assisted community development financial institutions (CDFIs) in closing on financings with the U.S. Treasury. The capital goes to loan funds that finance small businesses, affordable housing, health care facilities and nonprofit organizations, as well as community development credit unions serving individuals and small businesses. Holding company reorganization for a Massachusetts financial institution, Represented a Massachusetts financial institution in its reorganization into a holding company. Corporate and securities matters for an Ohio-based financial institution, Represented an Ohio-based financial institution on a wide variety of corporate and securities matters, beginning with the company's 1992 IPO and including subsequent public company reporting obligations, merger transaction, equity compensation plans and other executive compensation agreements. The firm's representation also included negotiating with dissident stockholders, handling the issuance of trust preferred securities and other corporate and regulatory matters. Acquisition of Bay Net Financial Inc. by Sterling Financial Corp., Represented Bay Net Financial Inc. in its $22.8 million acquisition by Sterling Financial Corp. in Pennsylvania. Issuance of securities under TARP Capital Purchase Program for a Maryland bank holding company, Represented a Maryland bank holding company in its issuance of securities under the TARP Capital Purchase Program. Second step conversion of Bank Liberty and related $28.1 million initial public offering for Liberty Bancorp Inc., Represented Bank Liberty in its second step conversion from the mutual holding company to the stock holding company form of organization and the related $28.1 million initial public offering by its newly formed holding company, Liberty Bancorp, Inc. Acquisition of 1st State Bancorp by Capital Bank Corp., Represented 1st State Bancorp, Inc. in its $114.6 million acquisition by Capital Bank Corp., Raleigh, North Carolina. Underwriter's counsel in a $39.7 million public offering, Represented the underwriter in a $39.7 million initial public offering by a New York savings bank holding company. *Experience gained by attorney prior to joining Kilpatrick Townsend Publications 03 November 2011, "Living Will" Requirement Will Impact Foreign Banks, Legal Alerts 27 May 2011, Treasury Releases SBLF Rules for Subchapter S Banks and Mutual Thrifts, Legal Alerts 04 March 2011, Federal Banking Agencies Offer Proposal to Reform Financial Institution Incentive Pay, Legal Alerts 14 February 2011, FDIC Approves Final Rule of Assessments, Dividends, Assessment Base and Large Bank Pricing, Legal Alerts 14 February 2011, FRB Proposes Rules Governing Supervision of Nonbank Financial Companies and Significant Nonbank Financial Companies and Bank Holding Companies, Legal Alerts 06 December 2010, Federal Reserve Board Issues Proposal to Implement Volcker Rule Conformance Periods, Legal Alerts 17 November 2010, FDIC Proposes to Implement Dodd-Frank Act Changes to Deposit Insurance Assessments, Legal Alerts 09 November 2010, FinCEN Completes Reorganization of BSA Regulations, Legal Alerts 06 October 2010, FDIC Proposes Rule to Implement Dodd-Frank Unlimited Deposit Insurance Coverage For Non-Interest Bearing Transaction Accounts, Legal Alerts 30 September 2010, Legislation Enacted to Create the Small Business Lending Fund, Legal Alerts 29 September 2010, Consumer Finance Protection Bureau to Assume Responsibilities on July 21, 2011, Legal Alerts 06 August 2010, Dodd-Frank Wall Street Reform and Consumer Protection Act - Scope of Coverage of the Bureau of Consumer Financial Protection, Legal Alerts 15 July 2010, Congress Passes Dodd-Frank Wall Street Reform and Consumer Protection Act: Significant Changes to Regulation of Depository Institutions, Legal Alerts 27 May 2010, Amendments to Financial Services Reform Bill Adopted on Senate Floor Would Have Significant Impact on Depository Institutions, Legal Alerts 07 May 2010, Banking Regulators Issue Final Guidance on Correspondent Concentration Risks, Legal Alerts 22 April 2010, FDIC Proposes Revisions to Risk-Based Assessment System for Large Insured Depository Institutions and Adjustments to Assessment Range for All Insured Institutions, Legal Alerts 16 April 2010, FDIC Extends Transaction Account Guarantee Program, Legal Alerts 22 March 2010, Senate Banking Committee to Consider Comprehensive Changes to Regulation of Depository Institutions, Legal Alerts 16 March 2010, Federal Reserve Proposes Additional Requirements for Credit Card Issuers, Legal Alerts 23 February 2010, SEC Proposes Amendments to Modernize Rule 10b-18 Safe Harbor Regarding Issuer Repurchases, Legal Alerts 17 February 2010, Depository Institution Regulators Attempt to Curtail Examiner Overzealousness, Legal Alerts 15 January 2010, Federal Reserve Board Amends Truth in Lending Regulation to Implement CARD Act; New Requirements are Effective February 22, 2010, Legal Alerts 15 January 2010, Divided FDIC Enters Regulatory Debate on Incentive Pay, Legal Alerts 11 January 2010, Depository Institution Regulators Issue Advisory on Interest Rate Risk Management, Legal Alerts 17 November 2009, FDIC Finalizes Rule Requiring Prepaid Assessments to Assist Deposit Insurance Fund, Legal Alerts 13 November 2009, Senator Dodd Releases Plan for Financial Regulatory Reform, Legal Alerts 02 November 2009, Fed Enters Executive Pay Debate with Proposal For Oversight of Incentive Compensation, Legal Alerts 28 October 2009, FDIC Winds Down Debt Guarantee Program; Establishes Emergency Guarantee Facility, Legal Alerts 08 October 2009, SEC Sets Deadline for Smaller Reporting Companies to Provide SOX Independent Auditor Assessment of Internal Control Over Financial Reporting, Legal Alerts 02 October 2009, FDIC Proposed Prepaid Assessments to Assist Deposit Insurance Fund, Legal Alerts 11 June 2009, Federal Banking Agencies Propose Regulations for the Licensing of Mortgage Loan Originators, Legal Alerts 15 July 2004, Using a Bank's Website for Corporate Disclosure
Source: Community Banker, Articles 16 June 2003, Sarbanes-Oxley: An Overview for Corporate Counsel
Source: Metropolitan Corporate Counsel, Articles 09 July 1999, Undervalued by the Market? Consider Ways to Go Private
Source: American Banker, Articles News 29 July 2010, Kilpatrick Stockton Presents Webinars Addressing New Era of Financial Regulation: A Community Bank and Thrift Perspective, News Releases |