Fox Rothschild represents banks and other financial institutions in a wide range of sophisticated corporate and regulatory matters. We represent financial institutions in de novo bank and bank holding company formations, regulatory compliance and enforcement, corporate governance, M&A, debt and equity securities offerings, Securities Act and Exchange Act filings, and commercial lending.
We work with federal and state bank regulatory agencies, including the Office of the Comptroller of the Currency, Federal Reserve Board and Federal Reserve Banks, FDIC, FinCEN, California Department of Financial Institutions and Pennsylvania Department of Banking and Securities, among other agencies.
Commercial Lending and Leasing
We counsel lenders in a range of financing transactions, with traditional or unusual collateral representing a significant component of our practice. We are experienced in both conventional and complex, syndicated, domestic and international secured and unsecured transactions. We draft the necessary documents and advise on the legal and business aspects of such transactions. We assist in:
- Loan participations
- Asset and stock acquisition financings
- Private equity investments
- Real estate acquisitions and development
- Construction loans
- Trade finance
- Asset-based lending (including equipment, inventory and receivables financing)
- General working capital finance
We represent clients in their borrowings, which entails:
- Thoughtful and often substantial due diligence;
- Negotiation of the complex underlying documentation with financial institutions; and
- Preparation and delivery of complex legal opinions.
Lending requires sensitivity to issues involving the Uniform Commercial Code and creditors’ rights issues under the Bankruptcy Code. Because Fox has depth and experience in states where entities are domiciled (for example, Delaware), our attorneys serve as local counsel for out-of-state lenders in preparing documents and providing legal opinions on matters of local law.
Workouts, Restructurings and Insolvency
Working closely with the members of the firm’s Financial Restructuring and Bankruptcy Department, we advise clients on all aspects of reorganizations, bankruptcies, restructurings, workouts and buyouts, which often involves inter-disciplinary coordination and interaction among our group with the firm’s litigation, real estate and corporate lawyers.
We also counsel lender clients in their efforts to collect their loans in default and enforce their collateral security, as well as in their efforts to restructure and otherwise work their way out of problem credits. We help our borrower clients to preserve their rights and maximize their position when they are in default.
Swaps and Derivatives
We document and structure derivative products in both the corporate and municipal markets, including interest rate swaps and guaranteed investment contracts, and review and negotiate ISDA and other over-the-counter swap documentation.
We help financial institutions and mortgage bankers comply with federal consumer credit protection statutes and related regulations such as the Truth in Lending Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Home Mortgage Disclosure Act, Community Reinvestment Act and Fair Credit Reporting Act as well as dealing with consumer loan and licensing issues.
We support our clients when they design new financial products and assist with the associated documentation, disclosures and procedures for various types of mortgage products.
Fox Rothschild is recognized for its public finance practice and is listed in the Red Book as bond counsel, underwriter’s counsel, borrower’s counsel, indenture trustee counsel and credit enhancer’s counsel. We represent state and local governments and agencies as issuers of revenue bonds and general obligation bonds for financing the development, construction and operation of capital projects.
We represent financial institutions, owners, developers and equity syndicators in investment in multifamily housing. Our lawyers are experienced in all aspects of multifamily finance, including the use of tax credits and tax-exempt bonds. We also document and close financings.
Privacy and Data Security
Privacy and data security are rapidly expanding areas of government regulation and private litigation. Financial institutions, with the large amount of sensitive customer data in their possession, face an ever increasing burden in keeping that data private and secure. Fox attorneys regularly advise clients on these issues and represent their interests in the event of a privacy or security breach.
Our attorneys are also experienced in consumer regulatory issues. We counsel financial institutions, including banks, finance and credit card companies, savings associations, mortgage brokers and leasing and special financing entities, on a broad range of consumer lending regulatory issues. We defend consumer lending clients in lawsuits brought on by a heightened regulatory environment. We also regularly monitor the Consumer Financial Protection Bureau's activities as it redefines consumer finance law to advise clients in compliance and best practices. We represent regional and community, banks, credit unions and other finance entities in a wide range of consumer finance matters, including advice on the myriad of state and federal regulations that apply to these transactions.
Lender Liability Litigation
Lender liability claims have increased dramatically throughout the industry and nation. This is due largely to the current challenging economic environment and an overwhelming increase in the number of state and federal laws arguably designed to protect the customers of lending institutions. We advise our lender clients on lender liability issues and the careful judgments they must make to minimize liability yet proceed to enforce their rights speedily. We have represented clients in class action and individual claims under numerous state and federal statutes, including:
- Equal Credit Opportunity Act (ECOA)
- Fair Credit Reporting Act (FCRA)
- Fair Debt Collection Practices Act (FDCPA)
- Real Estate Settlement Procedures Act (RESPA)
- Pennsylvania Motor Vehicle Sales Finance Act
- Truth in Lending Act (TILA)
- Federal and state unfair trade practices acts
- Federal and state uniform commercial codes
- Gramm-Leach-Bliley Act and other federal and state privacy and data security laws, including TILA, FCRA and FDCPA
Unlike many large firms, Fox has a practice dedicated to serving the credit union industry. One of our attorneys has more than two decades of experience in this industry, representing credit unions throughout the country with assets ranging from $2 million to $2.5 billion as well as state leagues and associations and other trade related organizations. We regularly represent state and federally chartered credit unions in a variety of areas including:
- Corporate Governance
We have advised credit union clients in the proper conduct of controversial membership meetings and elections, and in the duties, responsibilities and liabilities of officers and directors. We also assist credit union clients with the interpretation, revision and implementation of bylaws for state-chartered credit unions and the standard bylaws for federally chartered credit unions.
We represent credit unions in mergers with other credit unions and in conversion from state charter to federal charter and vice versa.
- Regulatory Law
We provide services to credit unions in dealing with the NCUA and various other entities, state or federal, that govern and regulate or insure these organizations in negotiation LUAs and DORs as well as other regulatory action. We also advise clients regarding privacy, prompt corrective action and various state and federal consumer lending and protection statutes.
- Vendor Due Diligence/Contract Review
We assist clients in the review and negotiation of contracts and other arrangements critical to their day-to-day operations, such as data processing services upgrade and development, CUSO operation and investment arrangements, and other significant third-party vendor agreements.
We advise credit unions in the formation, structuring and qualification of CUSOs, as well as the negotiation of third-party contracts for CUSOs, in order to enable credit unions to provide various services to members such as investment advisory/insurance products, indirect auto lending programs, mortgage services and real estate settlement services.
- Business/Consumer Lending
Fox Rothschild handles the negotiation, securitization and documentation of various business and consumer lending transactions. We also advise clients with regard to the issues relating to the issuance of credit cards, granting of mortgages and other credit-related issues.
- Real Estate
We represent credit unions in the purchase, sale and leasing of real estate and appear before zoning and planning boards, where necessary, in the establishment of branches or other offices.
We represent credit unions in various types and levels of litigation, including the defense of claims against credit unions and their officers and directors. We also represent credit unions in litigation to protect trade secrets and other intellectual property.
Our lawyers handle negotiations and litigation for the collection of consumer and business claims that credit unions may have against their members as well as bankruptcy proceedings involving members of the credit unions.