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Banking / Finance

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Regulatory and Transactional Experience

Although we work with both national and large regional banks, our key focus is on advising the owners of community banks on all aspects of their operations. If you play a leadership role in a bank, whether a small start-up or a large, state-wide institution, you can confidently rely on our banking lawyers for help with all of your bank’s governance, regulatory and financing needs.

We have experience in all areas relevant of banking law. Our experience and insight in all aspects of bank operation and regulation bring efficiency to any transactional or operational need, and we have the resources to represent your bank anywhere that you do business in the region.

As advisers on transactional work, our lawyers work with you to handle the documentation and negotiation of loans, letters of credit, asset-based financing, syndications, special purpose financing and all other commercial finance lending. You get advice on all aspects of lender due diligence to evaluate risks and balance business, operational and legal needs.

You also get the advantages of substantial experience closing transactions, strengthened by access to our firm’s full resources in tax, securities, employee benefits, real estate, environmental and corporate law. Because we have done such extensive work in all aspects of the industry, our lawyers have a clear understanding of how to protect the lender’s interests within a borrower’s comfort level and the regulators’ requirements on a wide range of transactions.

McNair advises both buyers and sellers of banks throughout the region. You want multi-disciplinary advice to handle all aspects of your transaction, and we can provide it – from guidance on financing and antitrust approval, to structuring of employee benefits and non-compete agreements in the acquired entity. You get all the help you need to negotiate and prepare letters of intent, conduct due diligence investigations, structure lending and acquisition agreements, and complete the transaction efficiently.

We also handle all regulatory issues under the Bank Holding Company Act, Bank Merger Act, and other relevant laws. We secure approvals by the Federal Reserve Board, the Comptroller of the Currency, the Federal Deposit Insurance Corporation and all state regulators in South Carolina.

Example of our Services
Our client, a community bank with several hundred million dollars in assets, was acquiring two much smaller community banks in remote parts of the state. Our client fully understood bank operational issues, but had no previous experience in acquiring other financial institutions. McNair's banking lawyers not only handled the details of the transaction, we worked closely with our client's management and guided them every step of the way, so that they understood the process and could use that understanding to shape their future M&A strategy.

Every community bank needs legal and organizational guidance that enables the owners to work closely together for success and growth. Our lawyers create the right entity structure for each community bank (such as limited liability companies, S corporations and other options), providing the proper framework for capital raising and asset management – especially in the purchase and sale of real estate. Our team, which includes tax lawyers, works effectively with accountants and tax advisers to give you maximum tax efficiency and wealth preservation. And if you decide to undertake a merger or acquisition, as buyer or seller, we make sure your interests are fully protected.

Example of our Services
We represented the owners of a small, successful mortgage company who were selling their operation to a larger regional bank. They had 25 years of industry experience but had never done such a transaction, which involved a complex acquisition agreement. McNair lawyers ensured that our clients' interests were protected in the deal, including our close scrutiny of all representations and warranties that the sellers made to make sure they would have no unexpected future liability.

As a lender, you want your law firm to protect your interests in a transaction, to make the deal as straightforward as possible, and to strengthen your business relationship with the borrower. Our work with lenders of all sizes throughout the region helps us suggest terms that get lending deals completed while building in safeguards that protect the lender's collateral in the event of default, foreclosure or bankruptcy. Should workout or restructuring become necessary, our team is experienced and can develop strategies that help lenders preserve both business relationships and their investments.

Example of our Services
A regional bank had a very good developer client who, with three concurrent projects underway, had gotten ahead of his ability to pay fully on his loans. The bank asked McNair's lawyers to assist in the negotiations to restructure loans in such a way that they could continue their business relationship with the developer. Our loan restructuring work allowed the bank to give the developer the necessary financing for completion of all the projects.

We counsel our banking clients on their relations with government regulators and in bank regulatory and compliance matters, particularly involving South Carolina banking regulators. Our lawyers resolve governance and transactional concerns that include capital standards, securities regulation, the structure of holding companies and subsidiaries, and compliance with all state banking regulations. When banks create or improve their ownership structure, consumer services (including innovative new programs) or lending activities, we help them select the appropriate entity, prepare effective documentation and loan procedures, issue holding company securities, and deal with state banking regulators, the Federal Reserve Board and Federal Deposit Insurance Corporation.

Example of our Services
An AmLaw 100 law firm was representing a national bank that sought to acquire a South Carolina financial institution. The law firm sought McNair's help when a federal bank regulatory issue arose, one that would prevent effective transfer of assets from the South Carolina bank to the national parent. Our lawyers reviewed the state banking statutes and found one provision that would facilitate the transfer – but the statutory provision was one originally intended for savings and loan associations. Having found the legal solution, we secured the agreement of South Carolina's banking regulators to approve the requested statutory interpretation, allowing the transaction to be successfully completed.