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Banking

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OVERVIEW

Stoll Keenon Ogden’s Banking practice provides a variety of services to financial institutions. Our attorneys’ years of experience in the industry allow us to serve clients effectively and efficiently. Our scope of services includes representing clients with respect to:

  • Acquisition and sale of community banks and bank-holding companies
  • Purchasing and selling branch banking offices
  • Assisting with raising capital
  • Complying with regulatory requirements
  • Negotiation in informal and formal enforcement actions by regulators
  • Converting institutions from national to state banks
  • Reorganizing holding companies, including transition to Subchapter S status
  • Forming new community banks
  • Holding company loans
  • Drafting and revising loan participation agreements
  • Responding to civil money penalty proceedings

Our Banking attorneys who provide these services come from a variety of legal disciplines, including lawyers well-versed in banking regulations, mergers and acquisitions, and securities offerings. While each attorney has significant experience in commercial lending transactions, commercial loans are a focus of attorneys in our Corporate Finance & Lending practice and our Real Estate practice.

Work Highlights

Banking Litigation

Successfully secured settlement on behalf of investor recovering $2 million from institutional investment firm arising from overcharges of investment administration fees.

Related Practices: Banking Litigation

Complex Litigation of Superfund Cleanup Site

Louisville Industrial Park, LLC v. ExxonMobil Oil Corporation, et al., Case No. 3:14-CV-278-CRS (W.D. Ky., 2017). See also, FCBKy Holding, LLC v. Louisville Industrial Park, LLC, et al., Case No. 13-CI-402829 (Jefferson Circuit Court, 2013).

Originally presented with a foreclosure case by our bank client, the matter became further complicated when the location in question was declared a Superfund Site by the U.S. EPA. SKO negotiated a resolution that involved an acquisition under Kentucky’s brownfields regulations, protecting the bank against liability for historic contamination. The firm’s attorneys also successfully acquired the property for a subsidiary while dealing with substantial tax liens and negotiated a plan for cleanup, which proved satisfactory to state and federal regulators. Subsequently, SKO also successfully resolved lender liability claims that threatened to delay the transfer of the property and the commencement of cleanup activities. The case was settled favorably in March 2018.

Private Activity Bonds

Served as bond counsel for two Kentucky public utilities for the issuance of $125 million and $96 million tax-exempt qualified private activity bonds. As qualified tender bonds, the respective financings were initially marketed with weekly or long-term interest rates.

Served as bond counsel for two Kentucky public utilities for the remarketing of several issues of tax-exempt qualified private activity bonds.

Related Practices: Banking

Revenue Bonds

Served as bond counsel for a Kentucky city for the issuance of $9.99 million tax-exempt revenue bonds to finance the costs of sewer system improvements.

Related Practices: Banking

Lender Liability Defense

Represented a Kentucky community bank in defense of a borrower’s claims related to his investment with another borrower. The bank won summary judgment on all claims.

Related Practices: Banking, Banking Litigation

Lender Liability Defense/Chapter 11 Bankruptcy

Obtained summary judgment from an Indiana federal court dismissing a lender liability action against a major regional bank and obtained dismissal of the borrower’s Chapter 11.

Related Practices: Banking, Banking Litigation

Commercial Foreclosure

Represented major regional banks and community banks in foreclosures of office buildings, shopping centers, golf courses, subdivision property, multi-family residential properties, warehouses, manufacturing facilities and others.

Formation of Bank Holding Company and Simultaneous Acquisition of Bank

Represented a group of private investors before the Federal Reserve Board to form a bank holding company to acquire a community bank. Negotiation and consummation of an agreement for the new holding company to acquire the community bank.

Contaminated Collateral

Successfully represented local lender regarding a defaulted loan secured by collateral that was contaminated and subsequently un-archived as a Superfund site.

Bank Purchase of Outstanding Stock

Represented a bank in the purchase of all the outstanding stock of a trust company based in Danville, Kentucky.

Kentucky Supreme Court Ruling & Selling of Interest

Successfully obtained a ruling from the Kentucky Supreme Court that enforced an oral contract between a beneficiary and the estate requiring the beneficiary to sell his interest with the estate’s interest in a bank.

Suitability Claims 

SKO successfully represented a bank acting in a fiduciary capacity in pursuing suitability claims against a securities firm. The amount recovered for our client was approximately $10,000,000.

Public Tender Offer

Representation of public issuer in a “Dutch Auction” self-tender offer for approximately $17 million in a NASDAQ listed common stock.

Holding Company Loan and Preferred Stock Financing for Acquisition of Community Bank

Negotiated a loan and preferred stock financing by a larger financial institution for one-bank holding company to acquire a community bank. The preferred stock component involved negotiation with the Federal Reserve Board for approval of a possible change of control.

Representation of Financial Institutions in Enforcement Actions

Representation of financial institution clients in negotiating with regulatory authorities about a proposed enforcement action, including formal cease and desist and consent orders and informal memoranda of understanding. Advising financial institutions regarding compliance with enforcement actions and regulatory compliance matters.

Related Practices: Banking

Civil Money Penalty Defense

Representation of officers and directors of financial institutions in civil money penalty proceedings before the Office of the Comptroller of the Currency.

Representation of Financial Institution in Acquisition of Non-Bank Businesses

Representation of financial institution in acquisition of insurance agency and employment of agents.

Related Practices: Business Services, Banking

Financial Institution Acquisitions

Represented financial institutions in both sale transactions and acquisitions of other financial institutions.

INDUSTRY INVOLVEMENT

Kentucky Bankers Association

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