Practice Areas & Industries: Manatt, Phelps & Phillips, LLP

Practice/Industry Group Overview

Manatt is recognized as one of the leading financial services law firms in the United States, counseling more than 300 financial institutions across the nation and abroad.

We represent virtually every type of financial institution, including state and national commercial banks, domestic and foreign financial holding companies and bank holding companies, state and federal savings institutions, savings and loan holding companies, representative and agency offices of foreign banks, investment banks, insurance companies, leasing companies, industrial loan companies, specialty finance companies, trust companies, and credit unions.  In addition, the American Bankers Association and the California Bankers Association have used our services as outside counsel in California and Washington, D.C.

We advise clients on a broad range of legal and business matters.  Our attorneys are frequently asked to identify and evaluate strategic business opportunities and to structure  complex capital markets transactions.  We often counsel small and medium-sized institutions in all areas of law affecting their businesses.  Larger clients regularly seek our assistance on sophisticated corporate and financial transactions and important regulatory matters.

Our attorneys are skilled in issues unique to our financial institutions clients, including practice before all applicable regulatory authorities.  Additionally, several of our attorneys have gained specialized expertise through service with government agencies and senior level in-house positions with prominent financial institutions.

Services Available

Commercial Finance

From its inception, the Firm has engaged in virtually every aspect of commercial finance, representing lenders and borrowers in transactions ranging from traditional secured and unsecured credits to complex leveraged buyout financing, interest rate swaps, major syndicated loan transactions, asset-based lending, factoring, letters of credit, debt restructuring, and securitization transactions involving a broad range of assets.  We are adept at addressing complex subordination and inter-creditor issues, and we represent creditors at all levels of the capital structure.  Our attorneys also have substantial experience in joint ventures, product and technology licensing, distributorship arrangements and lease finance, including leveraged leasing and synthetic leasing.  In addition, we are actively involved in all aspects of real estate finance, including traditional mortgage financing, development, construction, acquisition and credit enhancement transactions, as well as securitization.

Corporate Finance

We advise clients in all corporate and securities matters facing public companies.  These matters include the preparation of annual reports to shareholders, proxy materials for shareholders’ meetings and other periodic reports and filings.

We are involved in all aspects of structuring transactions and raising capital for our financial institutions clients.   Our expertise includes many capital markets activities, ranging from public and private offerings of equity, debt, convertible and preferred securities to securitizations.  Our attorneys also regularly represent and have excellent working relationships with various national, regional, foreign and boutique investment banking firms.

Creditors’ Rights And Bankruptcy

We counsel financial institutions in all matters involving nonperforming loans and loan workouts, including renegotiating and redocumenting credits, intercreditor matters and collection and foreclosure proceedings.  Our financial institutions specialists are experienced in representing lender clients in all aspects of bankruptcy, restructuring and receivership.

Entertainment Finance

We represent many nationally and internationally known independent motion picture producers and production and development companies, as well as banks and other financiers, on matters involving the financing of film and other entertainment ventures.  These matters range from financing a single picture to providing financing for production companies.  Our corporate and entertainment lawyers have developed broad interdisciplinary acumen in alternative methods of financing.  These include various co-production and similar financing agreements with studios and international production and financing entities; pre-sales of domestic and international exhibition, distribution and exploitation rights; complex borrowing formulas based upon distribution commitments; private financing by institutions and venture capital funds; and public and private securities offerings.  We have also been at the forefront of novel financing structures involving a variety of intellectual property rights, including music royalty securitizations.

General Services

We work closely with financial services industry-focused attorneys in other areas of the Firm’s practice to solve client problems and accomplish client objectives.  Our client relationships regularly include significant responsibilities in litigation, real estate, tax, labor, and employment and employee benefits.

Litigation

In addition to the typical commercial litigation associated with financial institutions, we have litigated issues involving antitrust implications in bank mergers, grants and denials of permission to engage in nonbanking activities, administrative enforcement orders, and suits against the Federal Deposit Insurance Corporation for losses caused by changes in legislation that made so-called "supervisory goodwill" ineligible for treatment as regulatory capital.

Our lawyers have defended bank holding companies in individual and class action lawsuits alleging securities fraud violations. The firm has also represented directors and officers in actions arising out of financial institution failures.

We litigate and counsel clients on complex and novel issues arising under the statutes and regulations governing the financial services industry. Using experience gained through participating in the development of rules and interpretations implementing these statutes, we often propose changes to agency regulations and prepare comment letters on proposed agency rulemakings, including novel legal interpretations to enable financial institutions to offer new products and expand the geographic scope of operations.

Mergers And Acquisitions

We represent banks and savings associations and their holding companies, specialty finance companies, and insurance companies in negotiating, structuring, documenting and closing mergers and acquisitions of various types and sizes, including both negotiated and hostile transactions.  Manatt consistently ranks among the top California-based firms for merger and acquisition transactions in the financial industry, and we have participated in over 30 such transactions in the last three years.

Operations And Consumer Services

In addition to our active practice advising on federal and state disclosure requirements, advertising issues, and consumer protection matters, our attorneys consult on and devise a variety of new deposit and consumer lending products and services for our clients.  We assist clients in providing these products and services directly and through affiliates.  In addition, we regularly consult our clients in evaluating and solving day-to-day operations and compliance problems.

Regulatory Representation

We have considerable experience representing institutions as well as individuals with regard to a wide variety of matters before federal and state regulatory authorities ranging from our extensive charter and merger applications to enforcement proceedings involving troubled institutions.  Our professionals have extensive experience in dealing with the Comptroller of the Currency, Federal Reserve Board, Federal Deposit Insurance Corporation, National Credit Union Administration, Office of Thrift Supervision, the Securities and Exchange Commission, and the California State departments of Financial Institutions, Insurance and Real Estate.  Our regulatory practice is truly national, and includes dealings with financial institution agencies in over 30 states outside of California.

Consistent with our multi-dimensional approach to representation, we represent financial institutions on matters relating to federal financial regulatory legislation and executive branch policy. Legal positions are developed for clients on major policy issues affecting financial institutions. Our legislative practice attorneys also monitor legislative and regulatory developments that concern the financial services industry, draft legislative and rulemaking proposals and provide legal and technical support for institutions commenting on proposed legislation or regulations.

In an era of strict state and federal regulatory enforcement, financial institutions have been subjected to intense scrutiny by government regulators.  Once the Office of Inspector General or an agency compliance unit opens an investigation, the actions taken in responding must be swift and calculated.  The litigation team at Manatt has extensive experience in handling government investigations, criminal as well as civil. We are also experienced in conducting internal investigations for the purpose of facilitating appropriate corporate responses.

Structured Finance And Securitization

Manatt is a recognized leader in structured finance and securitization transactions, having served as counsel on billions of dollars worth of asset-backed offerings in markets worldwide, representing issuers, underwriters, servicers, sellers and trustees in transactions involving the securitization of residential and commercial mortgages, high yield bonds, music royalties, bank loans, automobile loans, credit cards and other receivables.  We have assisted in the structuring of a wide range of pooled and securitized vehicles as a means of investing in or financing real estate and performing and nonperforming loan portfolios, including various mortgage-backed structures, real estate investment trusts, limited partnerships and other forms of syndication.  Many of these transactions are structured to achieve tax benefits, capitalize on the latest developments in financial institutions regulations and to accomplish forms of regulatory arbitrage.  We also recognize the need to explore different types of credit enhancement for our clients, whether through multiple levels of subordination, the use of cash collateral, reserve or pre-funding accounts, the participation of third-party credit enhancers that provide credit insurance or surety bonds, or even the increasing use of interest rate swaps and other credit derivatives in asset-backed transactions.