Financial Institutions and Capital Markets

Industry Team

For over 150 years, Harris Beach attorneys have served as general corporate and transactional counsel for leading regional and national financial institutions. Our extensive knowledge of and practical approach to the industry’s evolving needs and ever-changing market challenges has proven an invaluable resource for financial institutions, including large commercial banks, credit unions and thrifts, underwriters, service providers, and investment funds.

Our services include:

Financing Transactions

Our attorneys have extensive experience involving transactions, both large and small, on behalf of lending institutions. We pride ourselves in helping balance protection of the legal interests of our credit providers with their need to maintain good relationships with their customers through and after the closing process. We assist our clients with structuring and all aspects of closing the transaction.

We represent credit providers in a wide range of transactions, including among others corporate and commercial loans, commercial real estate financing, construction lending, syndicated and club transactions, governmentally guaranteed loans, asset based lending, portfolio purchases, leasing, letters of credit, rate swaps, cross-border lending, and factoring.
Our attorneys represent a wide variety of lenders, including banks, thrifts, credit unions, and agricultural credit associations in their senior credit transactions. We act as special New York counsel with respect to out-of-state and cross-border transactions, and assist with New York specific enforceability opinions.

Financial Transactions Involving the Public Sector

Harris Beach serves as counsel to underwriters, borrowers, and entities providing credit enhancement and/or liquidity on all types of public finance transactions. The firm is a nationally recognized bond counsel firm serving most New York state issuers and more than 27 industrial development agencies throughout the state.

Our attorneys handle transactions involving FHA-insured mortgage revenue bonds, letter of credit secured financings, bond insured financings and unrated issues. We handle projects financed through a number of state agencies, such as the Dormitory Authority and the New York State Housing Finance Agency, other projects financed through local industrial development agencies and housing authorities, financing through local development authorities, and a variety of projects that are 63-20 financings.

Our attorneys participate in diverse array of projects involving, among others hospitals, nursing homes, health-related and independent living facilities, appropriation-backed financings, housing, public finance tax representation, educational facilities, derivative products/ swaps and non-fixed rate debt, industrial development and exempt facility financings, and disclosure.

Financial Institutions Corporate and Governance Matters

Our clients include national banks, New York state chartered institutions, thrifts, and credit unions. We manage all aspects of organizational legal work for our clients, from formation through disposition. Among others, we provide representation involving establishment of holding companies, public offerings of debt and equity securities, mutual stock conversions, mergers and acquisitions, branching matters, maximization of shareholder value and hostile takeover defenses, and establishment of non-bank affiliates.

Our attorneys counsel our clients with respect to ongoing corporate matters including public company reporting, board responsibilities, special committees, governance, and compliance with exchange listing requirements.

We provide legal support on an ongoing basis in general corporate and administrative matters such as tax planning and disputes, development of standard forms and trademark registration.

Financial Restructuring

Our wide range of expertise helps our clients sort through the countless regulations to ensure that all financial restructuring, bankruptcy, and creditors' rights issues are resolved to their best benefit.

We assist our clients with debt refinancing and restructuring, dispute resolution, bankruptcy, foreclosure, commercial and consumer collection, and Uniform Commercial Code (UCC) compliance.

Our attorneys analyze our clients' rights and responsibilities under previously executed or yet to be executed documentation and under applicable statutes, regulations, and judicial decisions. When applicable, we also address environmental issues. We provide alternative solutions to various financial challenges, including all areas of bankruptcy, refinancing, assignments for the benefit of creditors, litigation, pursuit of various debtors, and foreclosures. We restructure classified loans, including preparing forbearance agreements, assist with UCC asset sales and negotiate and help implement pre-packaged bankruptcy plans.

We have extensive experience in bankruptcy matters. Our firm represents our clients in foreclosure proceedings, including surplus money proceedings, deficiency judgment collections, and ORE sales. We also assist our clients in sales of specific credits or entire portfolios of troubled assets.

Investment Funds

Harris Beach attorneys serve as both general and transactional counsel for investment funds. Our firm helps in structuring equity investments by, and exit strategies for venture funds. We also assist in mezzanine financing transactions. Among other aspects, our attorneys have wide experience in negotiating intercreditor agreements with senior and subordinate lenders.
We have special expertise in the establishment of SBA licensed Small Business Investment Companies and have experience with the expedited licensing approval process.

Government Compliance and Regulatory Matters

As general and/or special counsel, we handle a wide variety of federal and state regulatory compliance issues, including matters involving the New York State Banking Department, OTS, FDIC, OCC, Federal Reserve, NASD, NCUA, FINRA and the Securities and Exchange Commission.

We assist our clients in developing form documents that comply with consumer protection regulations, developing procedures that meet regulatory standards, and reviewing transactions for compliance with applicable rules. We provide educational and training programs to employee groups regarding compliance with various regulatory requirements.

In today’s environment of heightened accountability, organizations and executives often face intense public scrutiny, and government investigations are becoming more prevalent and visible to the public. Federal, state, and local governments are increasingly relying on the criminal justice system for regulatory enforcement, and governmental inquiries can have serious and long-lasting effects on an organization and its reputation. Our attorneys assist our clients with compliance audits and compliance program implementation, defense in regulatory and criminal matters, controversial and crisis communication management, internal investigations, data forensics and forensic accounting, bank privacy issues, data privacy and identity theft, and immigration compliance.

By way of example, our firm has assisted financial institutions with Foreign Corrupt Privacy Act compliance, obtained dismissal of fraud/RICO claims against a national bank related to issuance of mortgage backed securities, successfully defended claims related to improper fixing of fees and interest rates on consumer credit facilities, obtained dismissal of civil claims and related criminal investigations of bank negligence in handling funds part of an international gray market investment program, and conducted internal investigations related to fabricated check stock.

Tax Credits

Harris Beach assists our clients in matters involving tax credits, such as new markets, historic, and low income housing credits. We represent clients as investors in tax credits, and act as transaction counsel on behalf of lenders serving as credit investors in tax structured deals.

Trust Services

Harris Beach has a strong reputation for providing clients with a broad range of personal services, including life and asset planning, tax planning, and estate administration. We work closely with private wealth management and trust and estate administration groups within our financial institution clients. We partner with our clients in providing asset and succession planning advice, documentation, and probate and estate administration assistance. We have extensive experience in defense of institutional trustees against claims of improper administration and in appropriate portfolio investment.

Our attorneys represent financial institutions acting as trustees and successor trustees in bond and other financing transactions. We assist with document review, ongoing administration, and defeasance issues. We work with our clients in foreclosures and restructures under bond indentures and related agreements.

Residential Mortgages

Harris Beach serves national, regional and community banks, credit unions and institutional mortgage lenders in New York state, as well as numerous out-of-state lenders. We provide our institutional clients with New York state-wide support and a wide range of services to facilitate high-volume residential real estate closings quickly and cost-effectively.

We advise lending institutions on issues affecting their involvement in the mortgage industry. Those services include the review and editing of mortgage documentation to ensure compliance with state and federal regulations.

We prepare standard loan packages in their entirety for lenders. We also customize those closing documents to meet the specialized needs of lenders. In order to provide clients with state-of-the-art mortgage closing services, we maintain remote print capabilities and can provide regional document preparation services for lenders. Our firm has dedicated closers who meet with borrowers in our office, county clerk's offices, and other locations, to oversee the explanation and execution of all documents and the recording instruments necessary to secure our client's loan.

A number of our clients avail themselves of our QuikClose℠ service, a process developed by our attorneys to allow borrowers to quickly and efficiently refinance an existing mortgage.

Real Property Matters

Our attorneys have extensive experience in matters related to their commercial real estate. We assist our financial institution clients in matters including acquisition of branch locations, leasing, zoning and use compliance and variances, environmental matters, and real property tax valuation disputes.

Employment and Labor Relations

Our financial institution clients face an ever-changing and complex array of laws, regulations, and court decisions governing their labor and employment practices. Harris Beach has extensive experience representing management in employment-related matters. Our services include matters such as employment regulations, wage/hour compliance, compliance training, employment policies, defense of discrimination claims, immigration and employment at will and wrongful discharge.

Commercial Litigation

Harris Beach attorneys provide the full range of general commercial litigation services. Among many others, we have assisted our clients with defense of lender liability claims, defense of claims of trustee mismanagement, customer disputes, and environmental claims. We also advise our clients with respect to compliance with subpoenas, levies, orders and other judicial requirements.

We have unique capabilities in the area of e-information and e-discovery, including an internally developed proprietary approach to large case management. We offer integrated solutions ranging from technical assistance associated with back-end document and electronic information collection and processing, to service as separate document counsel where our attorneys and IT consultants collaborate to provide a complete solution to electronic and paper document needs.

Collections

Harris Beach has extensive experience in all areas of commercial and consumer collections. Our attorneys handle every stage of collection litigation, from demand letter to enforcing the money judgment. We have developed standardized procedures for handling documents in routine collections and can customize those procedures to meet our clients' needs. With offices throughout New York state and the tri-state area, we have the extended reach our clients need to accomplish their business. Our services include high volume systems, negotiated settlements and strategy, debtor assets searches, and debt collection.

We use restraining notices, informational subpoenas, property executions, income executions, contempt motions and other appropriate vehicles to maximize collections.

We maintain a highly sophisticated tracking system that monitors each and every file. Account balances are updated daily. We also provide functional statements and monthly status reports for each file being processed.