Buchalter 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 on 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 experts 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 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. Additionally, we advise clients in connection with foreign investment in the U.S., preferred structures