Manatt, Phelps & Phillips, LLP

The bank bailout, a tougher Treasury and SEC, investment banks and community banks failing. The last two years have seen unprecedented upheaval in our financial system. Accordingly, financial services organizations face challenges like never before. The continuing volatility in the financial system and new and complex laws and regulations are profoundly changing almost all sectors.

As financial services organizations look to recover from this crisis, Manatt has the experience and judgment to help companies navigate the risks and complexities in today’s financial markets.

Decades of Experience Work to Your Advantage
We advise clients on a broad range of legal and business matters from evaluating strategic business opportunities to structuring complex capital markets transactions. The group brings together lawyers specializing in banking and finance, capital markets, mergers and acquisitions, venture capital, regulatory compliance, tax, and antitrust analysis. Our team of Financial Services and Banking lawyers helps companies navigate through the various policies and ever-changing rules of the regulatory agencies and to efficiently address complex finance issues. Several of our attorneys have gained specific capabilities through service with government agencies and senior level in-house positions with prominent financial institutions.  

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 commercial banks, domestic and foreign financial holding companies and bank holding companies, savings institutions, savings and loan holding companies, representative and agency offices of foreign banks, leasing companies, industrial loan companies, specialty finance companies, trust companies, and credit unions. We also represent investment banks in capital markets transactions for these types of companies. 

We are well equipped to navigate the corporate financing landscape, both for companies seeking to raise capital and the underwriters who help provide it. In addition, the American Bankers Association and the California Bankers Association have used our services as outside counsel in California and Washington, D.C. 

Connections that Count
Manatt offers much more than legal services, we also provide connections. With decades of hands-on experience in and with financial institutions, we are intimately familiar with the structure and inner workings of many financial service entities and their regulators. We provide the full array of company representation, including counseling on day-to-day operations of banks, cash management, check/payment processing, letters of credit, factoring and foreign exchange and swap transactions. 

We go beyond the traditional role of lawyers to help you solve problems and create opportunities. We understand your transactional work, operational concerns, regulatory requirements, and commercial and consumer disputes, and can help you achieve maximum competitive advantage with creative counseling on the full range of banking industry issues.
 

Recent experience includes:  

• Manatt represented Pacific Capital Bancorp in connection with a successful recapitalization transaction pursuant to which a subsidiary of Ford Financial Fund, LP invested $500 million in Pacific Capital.  In connection with this recapitalization transaction, we also represented Pacific Capital in a debt tender offer involving approximately $188 million of trust preferred securities and subordinated debt and in the exchange of $180.6 million of preferred stock issued by Pacific Capital to the United States Department of the Treasury pursuant to the TARP Capital Purchase Program for shares of common stock at a substantial discount to the liquidation value of the preferred stock.   
• Manatt represented Bay Cities National Bank (renamed Opus Bank) in its recapitalization and change in control involving raising $460 million in new capital and the conversion of the Bank from a national bank to a California state-chartered commercial bank. 
• Manatt represented  Moelis Capital Partners as one of the lead investors in a $200 million recapitalization of Opportunity Bancshares. A substantial amount of the investors in the transaction were private equity funds and hedge funds.  As a result, the regulatory approval process was a complex and long one with various federal and state regulatory agencies.  After the transaction closes, Opportunity will be used as a platform bank to purchase additional banks in FDIC-assisted transactions.
• Manatt represented Carpenter Community BancFund in investing $30 million in Bridge Capital Holdings, parent company of Bridge Bank. Thereafter, Manatt represented the BancFund in converting preferred stock received as part of that investment into shares of common stock.
• Manatt represented EastWest Bancorp in its $10.4 billion acquisition of San Francisco-based United Commercial Bank which had been shut down by regulators. The acquisition creates the largest U.S. bank focused on the Chinese-American market, as well as the largest bank based in Southern California.
• Manatt represented First Financial Bank in its $538 million acquisition of Peoples Community Bank which had also been closed by regulators. The transaction expands First Financial's presence in Greater Cincinnati to over 50 locations.
• Manatt is currently representing numerous private equity firms and investment banks in non controlling investments in a variety of platform banks.
• Manatt has assisted several national loan servicing companies in amending existing Pooling and Servicing Agreements for hundreds of private-label mortgage-backed securities transactions, to facilitate HAMP-compliant modification of delinquent home loans. 

Diversity at Manatt

Manatt considers diversity to be a fundamental component of our institutional identity. As a law firm, we have a professional responsibility, and as individuals, we have a personal responsibility to our respective communities. Incorporating diversity into our culture allows us to enhance the high-quality, creativity and excellence in legal services that our clients have come to expect.

Manatt has invested a significant amount of human and financial resources in our own diversity program. Our philosophy is simple: include women and minority lawyers at all levels of Firm leadership and promote diversity in the legal profession through our support and active involvement in various minority civic and bar organizations.

The mix of our minority and women attorneys has consistently exceeded the national average among the country's top law firms. Our talented mix includes minority and women lawyers serving as heads of offices, members of the firm's Board of Directors and management team, and chairs of some of the firm's most important practice groups.

Inclusive Culture
Our progressive culture allows us to maintain a growing mix of women and minority lawyers, and the results illustrate this commitment.  The American Lawyer ranked our Firm 29th (in the top 12%) on its Diversity Scorecard for the largest 250 law firms in the country for 2009.  Multi Cultural Law Magazine included our Firm on its 2008 lists of the Top 100 Law Firms for Diversity, Top 25 Law Firms for Asian Americans/Pacific Islanders, and Top 25 Law Firms for Openly Gay/Lesbian Americans.

Despite our progress and diversity success, we can do better.  Our challenge extends far beyond exceeding national averages.  Our plan cannot succeed if we focus only on recruiting minority and women attorneys.  The true challenge and measure for achieving success lies in creating and preserving an inclusive environment where our minority and women lawyers will stay, progress, prosper and succeed.  We have implemented a formal diversity program designed to enhance our recruiting and retention of diverse attorneys through an executive mentoring program intended to cultivate personally and professionally meaningful relationships between our diverse lawyers and our partners. 

Our commitment to diversity exists in a living document – a plan – that is concrete, easy to understand and publicly available.  The plan demonstrates to every law school student, lateral associate candidate, lateral partner candidate, recruiter, existing client, and potential client that we are serious about creating a workplace that mirrors the breadth of the communities where we and our clients live and work.

We focus on the following key areas to accomplish our mission.

Targeted Recruitment Effort
At Manatt, recruiting women and minority attorneys does not end on law school campuses. Our recruiting efforts focus on locating talented women and minority lawyers at all levels. At law schools, we seek out and interview students who share our core values in ways shaped and enhanced by their own experience. Manatt's 2005 Summer Program was the most diverse in the Firm's history. Our nine 2005 Summer Associates included two African-American students, three Hispanic students, one Asian-American student and three Caucasian students. Five of these nine students were women.

Mentoring as a Cornerstone
Minority attorneys who join Manatt as new or lateral hires immediately become the focus of a mentoring program. They are paired with senior attorneys who take an active role in encouraging their career development. Mentors actively work with their protégés, helping them form business plans and involving them in firm-wide marketing and development opportunities. Management holds mentors accountable for their roles and their protégés' progress at the Firm, including reviewing their efforts as part of the evaluation and compensation process.

Access to Opportunity
Success is a matter of talent and opportunity. At Manatt, we believe that the key to retaining talented minority attorneys -- and therefore the key to the success of our diversity efforts -- is providing a distinctive experience that offers clear access to professional accomplishment. We provide women and minority attorneys with important responsibilities and leadership opportunities in client development activities, complex litigation, large transactional matters and high-profile community and civic organizations. We also encourage and support minority and women attorneys who take leadership positions within the firm and outside in the community at large.

Long-Term Commitment
We challenge ourselves to make our young lawyers feel valued, involved and invested in the future of the firm. We know that they will eventually occupy the most important financial, management and executive positions at Manatt. Our professionals thrive in an atmosphere that encourages and supports responsibility, ambition, and entrepreneurship. We offer true opportunity equal to individual commitment to success and advancement. That's the history of opportunity at Manatt, where professionals with talent and drive are rewarded with a nurturing, dynamic and energizing climate.

Promoting Diversity
Promoting diversity in the legal profession requires both an investment of money and time. Our women and minority attorneys are prominently involved and hold leadership positions in some of the most important minority civic and bar organizations in the country including:

• Asian Americans of Equality
• Asian Pacific American Legal Center
• Black Entertainment and Sports Lawyers Association
• California Association of Black Lawyers
• California Black Chamber of Commerce
• California Women's Law Center
• Chilean Association of Attorneys
• D.C. Commission on Asian & Pacific Islander Affairs
• Hispanic National Bar Association
• Inner City Law Center
• International Human Rights Committee of the Association of the Bar of City of New York
• Korean American Bar Association
• Korean American Coalition
• L.A. Conservation Corps
• La Raza Galeria Posada
• Legal Aid Foundation of Los Angeles
• Los Angeles Urban League
• National Asian Pacific American Bar Association
• NOW Legal Defense & Education Fund Board
• Southern California Chinese Lawyers Association
• The Association of Women in International Trade
• Women Lawyers Association
• Women's Bar Association of District of Columbia
• Women's Forum of Washington D.C.