Finance and Lending

What is ​“market” in finance transactions changes constantly, and it’s very deal- and client-specific. This is particularly true when negotiating loan commitments, covenants, intercreditor terms, collateral arrangements, and other financing terms. We can help you navigate the fast pace of these market developments and anticipate challenges while creating practical solutions.

Advice on Credit Transactions and Financial Instruments

We counsel U.S. and foreign financial institutions, their holding companies and affiliates, and major non-bank financial companies on the entire scope of permissible bank and non-bank activities—in both domestic and cross-border commercial lending transactions. Our experience on all sides of transactions gives us invaluable insight to better help clients navigate the financing process.

Asset-Based Lending

We work with banks, bank-affiliated lenders, and independent finance companies that provide—as well as borrowers that receive—working capital facilities, term loans, acquisition financing, and credit facilities for restructurings and debtor-in-possession financing. We facilitate asset-based lending transactions involving numerous asset classes and various types of collateral, including receivables, inventory, documents of title, investment securities, IP, machinery and equipment, and real estate.

Bank and Commercial Lending

We assist banks, commercial lenders, and borrowers on transactions involving financing of ongoing businesses, revolving credit and term-loan facilities, and acquisition financing and the sale of portfolios of existing loans. Our lawyers are well-versed in the application of the Uniform Commercial Code and the perfection of liens and security interests in real and personal property.

Corporate Trust and Agencies

Our lawyers work with banks and financial institutions serving as trustee, paying agent, and borrowing trustee or other fiduciary under terms of trust agreements or as part of the public issuance of debt securities or other sophisticated financial transactions.  

We have experience with industrial revenue bonds, mortgage-backed securities, and other asset-backed securities issues. We also represent financial institutions acting as owner or collateral trustee on behalf of equity participants in sophisticated lease financings or project financings and in connection with every form of agency arrangement. 

We advise transfer agent clients on regulatory aspects of their businesses, including questions relating to transfers of restricted securities, cybersecurity issues and compliance with the Office of Foreign Assets Control (OFAC) and anti-money laundering regulations. 

We also help financial institution clients on new and varied shareholder services, such as acting as escrow agent, warrant agent, stock plan administrator, rights agent under ​“poison pill” rights plans and tax benefit preservation plans, proxy solicitor and inspector of elections in proxy contests, direct registration system plans, clearing services, class action administrative services, and telephonic proxy services.

Derivative Transactions

We assist clients with derivative transactions involving International Swaps and Derivatives Association (ISDA) documentation, including arrangements to protect against risks relating to interest rate fluctuations, foreign exchange rate fluctuations, credit defaults, and other hedging agreements.

Foreign Bank Representation

Our lawyers—many of whom speak numerous languages and understand cultural nuances well—represent offices, subsidiaries, and affiliates of foreign banking institutions operating in the United States. 

We know the unique issues at play in navigating among differences between head office regulation and law and U.S. requirements, as well as differences between head office and branch office policies. Our foreign banking clients look to us for guidance on U.S. labor and employment issues, reserve requirements, interstate banking, and branching rules and restrictions on nonbanking activities.

Letters of Credit

Our lawyers know and understand the differences and interplay among the Uniform Customs and Practices, International Standby Practices, and the underlying state law embodied in the Uniform Commercial Code. We’ve represented one of the leading trade associations of U.S. financial institutions in connection with both the business and law of letters of credit, advocating for their interests in state, federal and international legislative, and rulemaking procedures in connection with proposed changes in law and regulations governing the uses of letters of credit.

Project and Lease Finance

We represent lenders, as syndicate leaders or syndicate members, as well as lessors and equity investors, in sophisticated domestic and international equipment and facility financings structured through leases or through limited or nonrecourse project financings—particularly in the transportation industry—and in domestic and international energy and natural resource project financings.

Regulatory and Enforcement

We also provide regulatory and enforcement counseling, advising our financial institution clients on evolving regulatory requirements that may have an impact on their business goals. Our familiarity and extensive work with federal and state regulatory agencies—particularly in bank acquisitions and mergers and establishment of subsidiaries, branches, agencies, and representative offices—has earned us a great deal of credibility and trust that benefits clients pursuing ongoing or expansion of business activities. We also represent clients in regulatory enforcement matters, including negotiated cease-and-desist orders and other regulatory enforcement issues.

Structured Finance

We help our financial institution clients structure complex transactions involving a variety of assets, including trade receivables, equipment and real property leases, commercial loans, and commercial mortgages—and in providing liquidity facilities or other credit support in asset-backed financings.

Syndicated Lending

We work with agent banks, members of lending syndicates and participants in the secondary loan markets on a full range of syndicated lending matters, from negotiating and documenting credit facilities, dealing with intercreditor issues, and advising on credit issues related to restructurings, bankruptcies, and workouts.

Workouts, Bankruptcy, and Litigation  

Leveraging a deep bench of bankruptcy practitioners and litigators, we advise financial institutions in bankruptcy, insolvency, and creditors’ rights, with a principal focus on out-of-court workouts and business reorganizations under Chapter 11.