Buchalter Nemer has represented financial institutions since its inception. Throughout its history, the firm has been a powerhouse in providing legal services to financial institutions in local, national and international markets and transactions.
The firm’s blue-chip client roster includes the dominant local, regional and money-center commercial banks, commercial finance companies, credit unions, factoring companies, business development companies, small business investment companies, REITS and other institutional investors and lenders. Our services for financial institutions include the origination and enforcement of commercial and industrial loans and real estate loans (both in and out of bankruptcy), purchases, sales and capital raising transactions, domestic and international tax advice, labor and employment advice, and complex litigation. We describe each of these services in greater detail below.
Commercial Lending and Finance
Our firm has one of the largest practices in the West Coast devoted exclusively to commercial lending and finance. Our lawyers represent leading lenders, factors, equipment lessors, and other financiers, and through that representation participate in and shape some of the most complex and novel transactions in the market, across a broad spectrum of industries. Our practice runs the gamut from small loans made by a single lender to a single borrower, to large-ticket equipment leases for upper middle-market companies, to very large, broadly syndicated international multi-currency loans made by many lenders to large high-grade borrowers and their foreign affiliates.
Our firm’s creditors’ rights and insolvency attorneys represent regional and national banks and other financial institutions acting as pre- and post-petition lenders, personal and real property lessors and secured creditors. Nationwide, we have documented billions of dollars in debtor in-possession financing and cash collateral agreements for both publicly held and privately held companies. Our clients typically turn to us for our experience in defending threats against senior and subordinate secured status, reclamation claims, secret liens, environmental liability, disputes with the borrower’s third party creditors, plan confirmation issues, rights and remedies concerning healthcare issues, and intellectual property concerns of all types including rights in film libraries and other entertainment industry issues.
Our attorneys are expert in handling the issuance by our financial institutions clients of securities in registered public offerings, including initial public offerings, follow-on primary offerings, secondary offerings, registered shelf (including universal shelf) offerings, exchange offers, and recapitalizations, involving common stock, preferred stock, warrants and other forms of equity, senior, mezzanine and subordinated debt, convertible debt and other “hybrid” securities.
We also represent our financial institutions clients in all aspects of the private placement of securities, including seed financing, angel investments, venture capital financing, later stage equity or mezzanine financing, PIPES, Regulation S, and private debt financing. We serve as counsel to financial institutions clients as issuers in connection with initial and other public and private offerings of securities. Our deep knowledge, diversity of experience and securities expertise enable us to assist our clients through the complete maze of business and regulatory compliance issues that arise in these transactions.
We also represent our financial institutions clients with their public company corporate governance and ’34 Act compliance. Our attorneys are intimately familiar with the Securities Exchange Act of 1934, Sarbanes-Oxley and the rules of the various exchanges and NASDAQ. Our attorneys provide ongoing securities and corporate governance advice to public companies and their subsidiaries on corporate governance matters, general disclosure issues and compliance with federal and state securities laws. We routinely advise our clients on periodic filings with the Securities and Exchange Commission, public disclosure issues and securities transaction policies.
We are uniquely qualified to handle SEC and other federal agency enforcement investigations concerning SOX corporate governance, insider trading, reporting issues or misconduct investigations. Our attorneys also represent boards of directors, independent directors and special committees in connection with internal and external investigations and audits.
We also assist our financial institutions public-company clients design measures that protect their shareholders and stakeholders from hostile takeover attempts. These instruments include the charter and bylaw protection and shareholder rights plans. We also represent independent directors and special committees in connection with change-of-control and related-party transactions.
Domestic and International Tax
Our lawyers represent our financial institutions clients in handling the tax consequences of their transactions, such as taxable mergers and acquisitions, tax-free reorganizations, and the purchases and sales of stock, other equity interests and assets. We also assist our financial institutions clients operating in the international arena with a variety of tax issues that may arise in international and cross-border transactions, expansion of their U.S. businesses abroad, controlled foreign corporations and passive foreign investment companies, strategic alliances and joint ventures. We also counsel our financial institutions clients in connection with tax and withholding for international employees, classification of U.S. and foreign business entities, tax treaties and elimination of double taxation, transfer pricing and transfers of intangible property and services abroad. We also advise clients in connection with foreign investment in the U.S., preferred structures for ownership and potential dispositions of U.S. businesses, and U.S. tax residence issues.
Labor & Employment
Our attorneys defend financial institutions as employers against all types of employment class action lawsuits, including wage and hour class actions. Class actions can have potentially devastating consequences for companies targeted by claims of violating California’s complex labor code, even at the early stages. Our lawyers substantial experience and collaborative approach to responding to these actions have resulted in consistent successes for our clients. California has uniquely complex labor laws. Our attorneys carefully follow state court rulings and developments, and regularly alert our financial institutions clients about updates and changes in the law. We also counsel our financial institutions clients on an ongoing basis on risk management and preventive measures to minimize the danger of becoming the target of a multi-plaintiff lawsuit.
Our attorneys have significant expertise in defending banks, mortgage companies, debt collectors, and other financial institutions in cases brought under the Fair Credit Reporting Act, Fair Debt Collection Practices Act, Truth in Lending Act, and related state statutes. Buchalter has achieved successful results for its financial institutions clients in federal and state courts throughout the country, in a variety of cases ranging from individual consumer actions to massive class actions involving claims by hundreds of thousands of plaintiffs. Buchalter attorneys carefully evaluate each case on the merits, develop a specific plan of action, and take a cost effective approach with an eye towards defeating cases quickly by way of pretrial motions. A few of our recent representative matters include:
- Won multiple motions to dismiss in federal court in cases brought under the FCRA against banks and credit card issuers.
- Successfully defended a major mortgage lender against alleged TILA violations in a multi-district litigation involving a nationwide class action and more than 1000 individual plaintiffs.
- Successfully defended dozens of debtor collectors from throughout the country in claims involving alleged violations of the FDCPA.
- Successfully defended regional banks in class actions involving alleged violations of the Electronic Fund Transfer Act.
Our attorneys represent financial institutions clients in a vast array of real estate lending transactions, ranging from single asset real estate loans to large complex syndicated transactions. Our attorneys regularly represent some of the leading real estate lenders in the marketplace in nationwide transactions, while maintaining a focus and commitment to the needs of middle market real estate lenders. We handle financings involving numerous real estate asset types, including office, hospitality, retail, multifamily, agricultural, commercial, condominiums and various mixed-use projects. We regularly counsel clients in all stages of real estate financing, from the initial term sheet stage all the way through loan closing and beyond. We handle loan restructurings, workouts, enforcement of remedies, including foreclosure, deeds in lieu of foreclosure and other asset dispositions. We also represent financial institutions in all aspects of real estate tax credit transactions, including historic, new markets, low-income housing, and solar energy tax credit transactions.