Banking and Financial Institutions

Community-based financial institutions rely on Shumaker for authoritative guidance to expand through mergers and acquisitions, deal effectively with bank regulators, raise capital, organize holding companies and additional affiliates and deal with the multitude of other issues related to the operation of a financial institution in the complex regulatory environment.  Our banking lawyers are devoted to working with clients in the financial services industry as opposed to being corporate generalists.  Along with our deep knowledge of banking, corporate and securities law, clients rely on us to draw upon many of the firm’s other lawyers to assist clients with tax, employee benefit, employment law, loan origination and securitization, loan workouts and collections, asset dispositions and other litigation, real estate and other issues.

What Makes Us Different

Shumaker offers community bank clients a responsive, can-do, practical approach to legal counsel.  While too often banking lawyers are nay-sayers to growth initiatives or business innovations, we look for ways to help you maintain or regain your momentum.  During the last three decades we have represented hundreds of banking clients, and many of those banks have retained us for decades. We know our banking clients like they know their business and individual customers, and we are committed to being a full business partner in helping you when legal needs arise.

When you engage Shumaker as banking counsel, you will find that we take your perspective on the economic realities of how community banks must deal with both the business cycle and the increasingly complex regulatory labyrinth.  We’ve been with our clients during the ups and downs in the industry with respect to both challenges, and certainly understand what community banks have faced in recent years.

Our Clients

  • Emphasis on publicly traded and privately owned community banks in the Midwest and Southeast with assets of up to $5 billion.
  • Represent banks (both national and state-chartered), bank holding companies, non-depository trust companies, and other affiliates of financial institutions.
  • Have worked with financial institutions of all sizes from small rural banks to large institutions with a regional and national presence.

Why You Benefit

We understand the business side of community banking, not just the legal side.  It doesn’t take long for board members and executives to realize when talking to us, that we understand how banks stay profitable and competitive, and what issues they face. We have a deep knowledge base about the industry, and many boards of directors rely on us for advice on their most sensitive matters.

Our most significant difference when compared to our competitors is that we are flexible, creative and responsive, and are as entrepreneurial and business-minded as our clients.  Other firms may know banking law but their problem solving approach can be bureaucratic and inflexible.  They emphasize what banks shouldn’t or can’t do. We focus on what banks can do to serve their customers and grow – and then help them do it.

Core Services

  • Structure and advise banks and holding companies on mergers and acquisitions, branch, asset and affiliate purchases and sales.
  • Interact regularly with regulatory agencies on behalf of banks, including the Board of Governors of the Federal Reserve System and the various Federal Reserve Banks, Comptroller of the Currency, Federal Deposit Insurance Corporation and state banking authorities.
  • Represent banks in regulatory enforcement actions and other issues arising out of bank examinations, including implementation of all required remedial actions.
  • Advise clients concerning private placements and public offerings of debt and equity securities, ranging from several hundred thousand dollars to tens of millions.
  • Form banks, holding companies, non-depository trust companies, financial and operating subsidiaries and other related entities.
  • Advise and serve as transactional counsel in commercial lending activities.
  • Represent banks in workouts, asset recoveries and dispositions.  

Additional Services

  • Advise Boards of Directors and management of community banks on the implications of the new legislation and regulation such as the JOBS Act, Dodd-Frank and Sarbanes-Oxley.
  • Assist public reporting community financial institutions with their reporting obligations under the Securities Exchange Act of 1934.
  • Help Boards of Directors respond to litigation related to the operation of a bank.

What you can expect from Shumaker

Your bank will find that Shumaker has exceptional strengths in helping you deal with complex business and regulatory issues unique to the industry.  On the business side, we work with our clients to assist with whole bank, branch or affiliate acquisitions or, conversely, to assist the client in finding an acceptable partner with which to affiliate, if that is desired.  We will advise the Board of Directors and management from the initial approach through execution of the definitive agreement and closing of the transaction. 

We can help find the best way to offer securities, either publically or privately, to finance growth.  We will represent you in registering the securities with the SEC and any appropriate state securities regulators or finding an appropriate exemption from such registration, preparing the offering documents, negotiating any underwriting agreements, interacting with regulators, if necessary, on such issues as change in bank control filings, and guiding you through the whole capital raising process. 

We are equally adept in the complex area of trust services.  One of our Partners has served as General Counsel to the Association of Trust Organizations, a national trade group of non-depository trust companies, for over 20 years and has gained invaluable insights into the unique issues regarding trust operations for trust companies and banks.  Many community banks do not have or want the complexity of establishing a trust department.  But because we have organized and have relationships with numerous trust companies around the country, we can help banking clients partner with other trust providers to deliver trust services to their clients.

You will find that we have excellent working relationships with the banking regulators, and know the most effective ways to represent your interests with them.  We can help clients address deficiencies in the CAMELS components – Capital Adequacy, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Risks.  This involves banking knowledge and expertise distinct from general regulatory issues, and our practical understanding of bank operations enables us to be effective intermediaries with bank examiners if any issues arise. 

If an examination ends in a proposed enforcement action, we help clients negotiate such action with the regulatory authorities and help put in place the monitoring and remedial steps required to have such enforcement action eventually removed.  It’s another illustration of how we live with our clients in the world of community banking, and know how to help them tackle the tough issues and thrive.

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