Securities Industry

• Lead counsel for the leading national associations of M&A advisors and business brokers, Alliance of Merger & Acquisition Advisors (AM&AA), International Business Brokers Association (IBBA), M&A Source, and the industry’s joint Business Intermediary Education Fund (BIEF) advocating and negotiating the terms and conditions of an exemption from broker-dealer registration for M&A brokers with the SEC Division of Trading and Markets staff and the North American Securities Administrators Association (NASAA) under federal and states’ securities laws (2006-present).
• Architect, principal draftsman and lead counsel for the Small Business Mergers, Acquisitions and Sales Brokerage Simplification Acts of 2013, 2015, 2017, 2019, and 2021 enacted into law as Division AA, Title V, Consolidated Appropriations Act, 2023, enacted December 29, 2022, effective March 29, 2023.
• Oral and written testimony presented to the U.S. House Financial Services Committee, hearing entitled, “Reducing Barriers to Capital Formation”, regarding M&A broker registration, regulation and related pending legislation (June 12, 2013).
• Registration and regulation of broker-dealers, M&A advisors and business brokers, including annual regulatory updates at the annual Midwest Securities Institute sponsored by the Michigan State University College of Law (2014-2019).
• Registration and regulation of investment advisers, private fund advisers and family offices.
• NASAA’s guest speaker training state securities regulators on investment industry practices and the regulation of “finders” under federal and state securities laws.
• Michigan Corporations, Securities and Commercial Licensing Bureau’s guest speaker on regulation of “finders” and new rules adopted under the Michigan Uniform Securities Act.
• Extensive work with the Securities and Exchange Commission (SEC) staff, state securities regulators and the Financial Industry Regulatory Authority (FINRA) dealing with regulatory examinations, exam responses, investigations and enforcement topics.
• Mergers and acquisitions involving broker-dealers and investment advisers.
• FINRA Membership Applications (NMAs) and Continuing Membership Applications (CMAs), outside business activities (OBAs) and private securities transactions (PSTs).
• Bifurcating registered broker-dealers’ M&A practice using an unregistered M&A broker affiliate in reliance upon federal and state M&A broker registration exemptions.
• Designing, drafting and reviewing industry service agreements involving broker-dealers including, clearing agreements, bank-brokerage networking relationships, joint marketing relationships, outsourcing and registered representative agreements.
• Designing, drafting and reviewing industry service agreements involving investment advisers, including subadvisory relationship agreements and vendor outsourcing contracts.
• Designing, drafting and reviewing compliance policies and procedures for broker-dealers and investment advisers.
• Preparing examination responses and defending SEC, FINRA and state regulatory investigations.
• Advising firms on SEC Regulation S-P, Consumer Financial Privacy and Information Security.
• Advising firms on cybersecurity breach preparations and responses.

Banking Industry

• Mergers, acquisitions, and sales of bank holding companies, banks and thrifts and their branches.
• Analysis of anticompetitive effects of proposed bank mergers and acquisition transactions.
• Analysis and applications of banking powers and regulations governing various banking-related securities, investment and services.
• Drafting, reviewing and negotiating contracts, creating and terminating various vendor relationships, including bank-broker-dealer networking relationships.
• Corporate consolidations and reorganizations of banks and their subsidiaries.
• Counsel in six one-bank holding company formations and six bank subsidiary mortgage company formations.
• Counsel on bank regulatory issues involving late trading and market timing by hedge funds, including negotiations with the National Director of Enforcement, Office of the Comptroller of the Currency.
• Extensive work with federal and state banking regulators on a wide range of bank regulatory issues.
• Purchases and sales of lines of banking business and related assets and liabilities (credit card and merchant processing portfolios; mortgages and mortgage servicing rights).
• Lead counsel for the acquisition and corporate restructuring of a $250 million thrift, including the first thrift-bank merger authorized under Illinois law.
• Lead counsel for the sale of a $100+ million bank, including contract negotiations and closing.
• Lead counsel in acquiring a failed thrift from the Resolution Trust Corporation.
• Lead counsel in the sale of a $16.5 million merchant processing line of business and the establishment of a strategic relationship for marketing future merchant processing business.
• Lead counsel in the sale of a $300 million credit card portfolio; prepared and negotiated purchase and sale contract documentation.
• Purchases and sales of various types of mortgage loans and mortgage servicing portfolios.
• Responsible for corporate consolidations and reorganizations of over 35 banks and their subsidiaries for various bank holding companies.
• Responsible for preparing and negotiating contract documentation in 20+ portfolio purchases or sales and forward commitments for mortgages, mortgage servicing, automobile loans, marine loans and student loans.
• Responsible for purchase and sale transactions involving 30+ bank and thrift branches with total assets and liabilities over $700 million.
• Securities offerings by banks and bank holding companies.
• Formations of banks, bank holding companies, mortgage companies and other bank subsidiaries.