Community Banking

In a continuously evolving banking industry, Holland & Knight's Community Banking Group maintains an active nationwide practice, providing extensive counseling and assistance on the complete spectrum of banking issues, from periodic securities reporting requirements and bank and thrift regulatory issues to corporate governance matters. Members of our group represent financial institutions and financial intermediaries, including commercial banks, savings institutions, bank and thrift holding companies, and mortgage and other specialty finance companies. We focus on representing financial institutions in initial public offerings, private and public placements of both debt and equity securities, holding company and other corporate reorganizations, mergers and acquisitions and anti-takeover defense work, as well as general corporate, tax and business planning.

Securities

Our attorneys represent issuers, underwriters and selling shareholders in connection with initial and secondary public offerings. These include offerings of common stock, preferred stock (including convertible preferred stock, market auction preferred stock and preferred stock with floating dividend rates), high-yield and other debt securities, convertible debt securities, units consisting of common stock and warrants or debentures and warrants, and other securities.

Similarly, we work with many privately held financial institutions and placement agents in navigating the complex process of raising capital in the private capital markets. At every step, we provide our clients with tailored strategies to help determine the most advantageous private offering approach, whether through private placements, mezzanine financings or private investment in public equities (PIPEs).

We have extensive experience representing both acquiring companies and target companies in public mergers, tender offers and asset sale transactions involving both cash and stock consideration. Our experience includes auction transactions and both "friendly" and hostile transactions. Typically, our involvement commences with the earliest planning stages by an institution, and continues through due diligence, negotiation, Securities and Exchange Commission (SEC) antitrust and regulatory review, and finally, the closing. Our group has also represented buyers and sellers of financial institutions in private transactions where there is greater flexibility to utilize earn-outs, resets, specialized securities and securities registration rights.

In addition to the issues generally presented in private transactions, sales of divisions and product lines are complicated by the need for transitional services, intellectual property licenses, and the separation of intellectual property rights and licenses. Our clients rely on us to structure transactions where assets related to a business line or division are sold out of a financial institution, either to a purchaser or to the public in a "spinoff," as well as providing related transitional services.

Members of our group advise financial institutions on the adoption of appropriate strategic takeover defenses, including classified boards of directors, blank check preferred stock and rights plans (also called poison pills), as well as meeting, nomination and stockholder voting requirements. Our group also counsels clients on tender offer defenses.

Comprehensive Compliance Protection

We represent public companies in connection with: preparing and filing annual, quarterly and interim reports with the SEC (or the applicable bank regulatory agencies for publicly traded banks without holding companies); responding to shareholder proposals; preparing and filing proxy statements and information statements, disclosure of material developments and "negative news;" establishment and conduct of stock options, restricted stock and stock repurchase plans and programs; compliance with beneficial ownership reporting and short-swing profit rules and other obligations; as well as listing on the New York Stock Exchange, NASDAQ and other markets.

Our attorneys have acted as counsel in several complex reorganization and restructuring transactions that involved the strategic acquisition of distressed financial institutions in negotiated transactions as well as the acquisition of financial institution assets and deposits through the Federal Deposit Insurance Corporation (FDIC) receivership process. Our group is well-versed in extremely complicated transactions involving regulatory issues that are raised by both the acquiring entity and its investors. We provide sophisticated advice on all of these issues, ranging from "acting in concert" concerns with the structural separations that are imposed between an acquisition vehicle and the rest of its businesses, to issues associated with an acquirer's business plan, management team or board composition. There also can be issues with respect to the potential investors that an acquiror desires to bring into the transaction, issues related to the process of bidding on one or more failed institutions, as well as other matters that normally arise during the course of a transaction.

International Reach

In addition, our group represents domestic and foreign financial institutions, their holding companies and affiliates, and major nonbank financial companies, which encompass the entire scope of permissible bank and nonbank activities. Such activities include regulatory counseling and representation before federal and state agencies.