Capital Market Transactions

Cybersecurity

To protect your data, your business interests and your reputation, you need robust protection that extends beyond firewalls. Our cybersecurity team provides a full range of data privacy and cybersecurity services: compliance counseling and legal risk assessments, defense in litigation and investigations, advisement on state and federal regulations and rapid response should a breach occur. Our attorneys, information security and communications management professionals partner with you to reduce risk and give you data the defense it deserves.

Financing

Financing Transactions, Private Sector

Our attorneys have extensive experience as transaction counsel for financial institutions with respect to both large and small matters. 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 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 attorney team represents 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.

Financing Transactions, Public Sector

Harris Beach serves as counsel to underwriters, borrowers and entities providing credit enhancement 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. We handle transactions involving FHA-insured mortgage revenue bonds, letter of credit secured financings, bond insured financings and unrated issues. Our representation includes projects financed through a number of state agencies, such as the Dormitory Authority of the State of New York 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. We also handle appropriation-backed financings, public finance tax representation, derivative products/swaps and non-fixed rate debt, industrial development and exempt facility financings and disclosure.

Our attorneys participate in a diverse array of projects involving, among others, hospitals, nursing homes, health-related and independent living facilities, housing and educational facilities.

Investment Funds

We 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 are well-versed in the establishment of SBA licensed Small Business Investment Companies and have experience with the expedited licensing approval process.

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.

Financial Restructuring

Bankruptcies, Foreclosures and Workouts

Our wide range of experience 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. We are approved counsel for Fannie Mae and Freddie Mac, enabling us to assist mortgage servicers with the wide variety of their files.

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 consider lender liability risks and also assess and 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 considerable experience in bankruptcy matters. Our firm represents clients in foreclosure proceedings, including surplus money proceedings, deficiency judgment collections and original real estate sales. We also assist our clients in sales of specific credits or entire portfolios of troubled assets.

Collections

Harris Beach is experienced in all areas of commercial and consumer collections. Our attorneys and professionals handle every stage of the collection process, from demand letter to litigation and 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 also 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.

General Corporate

Our clients include national banks, New York state chartered institutions, thrifts and credit unions. We manage all aspects of organizational legal work for clients, from formation through disposition. Our attorneys 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, hostile takeover defenses and establishment of non-bank affiliates. We also provide legal support in general corporate and administrative matters such as tax planning and disputes, development of standard forms and trademark registration.

Governance

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

Mergers and Acquisitions

Our mergers and acquisitions experience for financial institutions includes deal negotiation, document drafting, regulatory due diligence and securities law compliance.

Securities

Harris Beach represents issuers, placement agents, underwriters and investors in private placements and public offerings. Our attorneys help financial institutions comply with federal and state regulatory requirements. We identify and address securities law issues in acquisitions, joint ventures, financings and other business transactions. We assist public companies with reporting and other on-going compliance issues under federal and state securities laws.

Our securities law related experience includes assisting clients with registration of securities with the SEC; mergers and acquisitions involving public company constituents; compliance with listing requirements and stock exchange rules; preparation, review and filing of current and periodic reports under the ’34 Act; Section 16 issues and filings; compliance with the proxy rules for annual and special meetings of stockholders; and insider trading policies and procedures. We have also prepared documentation and assisted in due diligence examinations with respect to debt and equity investments.

Government Compliance and Regulatory Matters

The attorneys in our Government Compliance and Investigations Practice Group represent U.S. and foreign-based financial services institutions and commercial clients in a wide range of matters, including but not limited to grand jury and federal regulatory investigations and international corporate investigations. They handle issues with multi-jurisdictional or international implications, such as compliance with requirements of the Foreign Corrupt Practices Act, the Bank Secrecy and PATRIOT Acts, the Fair and Accurate Credit Transactions Act, data privacy requirements, import-export issues, and matters involving the Treasury Department’s Office of Foreign Assets Control and Financial Crimes Enforcement Network. In addition, Harris Beach attorneys have interacted with the Federal Bureau of Investigation, the U.S. Secret Service, state police, and overseas law enforcement officials in the resolution of matters.

We handle a wide variety of federal and state regulatory compliance issues, including matters involving the FDIC, OCC, Federal Reserve, NASD, NCUA, FINRA, CFPB, Securities and Exchange Commission, New York State Department of Financial Services and State Attorneys General. We assist our clients in developing financial products and related disclosure 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, and assist our clients with compliance audits and compliance program implementation.

In addition, our attorneys defend clients in regulatory and criminal matters, handle controversial and crisis communication management, internal investigations, data forensics and forensic accounting, and provide counsel on bank privacy issues, data privacy and identity theft. We also assist clients with immigration compliance.

For 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.

Litigation and Compliance for Financial Institutions

Harris Beach provides a full complement of services to financial institutions of all sizes, from the largest national and international banks to local banks and credit unions. Our attorneys have extensive experience handling virtually every type of litigation a banking institution encounters, on an individual and class basis. Our attorneys also handle matters before state and federal agencies including the New York Department of Financial Services (DFS), Federal Deposit Insurance Corporation (FDIC), National Credit Union Association (NCUA), Office of the Comptroller of the Currency (OCC), the Consumer Financial Protection Bureau (CFPB), the Financial Crimes Enforcement Network (FinCEN) and Office of Foreign Assets Control (OFAC).

Litigation Including E-Discovery (E-Info℠)

Harris Beach attorneys provide the full range of general commercial and business litigation services, including contract disputes, lender liability claims, environmental claims, customer disputes, Real Estate Settlement Procedures Act class actions, and defense of claims of trustee mismanagement. Our class action attorneys have litigated complex class action cases for financial institutions, as well as public entities and private companies. Class action clients have included some of the largest companies in the financial industry. We also counsel lenders on their potential liabilities and rights with lender liability statutes and case law, including counseling on loan workouts, refinancing transactions and other transactions.

Should litigation occur, the attorneys in the e-info Practice Group are leaders in the areas of applying dataset analysis and technology-assisted predictive coding to the challenges of complex litigation and investigations. Our clients benefit from substantial improvement in the analysis of their documents with lowered total cost through increased efficiencies. Our e-discovery predictive-coding solutions are powered by software that acts as an efficiency engine to leverage attorneys’ analytical skills and Technology-Assisted Review (TAR) to increase accuracy by up to 70%, dramatically reduce review timeframes by up to 50% and cut client costs by up to 50%.

Real Property Matters

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

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 significant 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 also work with our clients in foreclosures and restructures under bond indentures and related agreements.

Non-Legal Professional Services Through Our Subsidiary

Harris Beach recognizes that client solutions often involve more than just legal needs. Consequently, we offer a unique, comprehensive approach to meeting our clients’ pressing non-legal challenges through our affiliated consulting subsidiary, HB Cornerstone LLC.

HB Cornerstone is a full-service owner representation consulting firm which helps organizations with real property development and management. The professionals in this group have considerable experience in owner representation, planning and design, facilities consulting and move management, which provides a complete solution for clients seeking to build, expand or move. HB Cornerstone’s financial institutions experience includes the detailed review, documentation and subsequent master planning of approximately 1.5 million square feet within more than 100 office and bank locations for a large northeastern U.S. financial group. Prior to becoming Principal and Executive Director of HB Cornerstone, David J. Crowe, AIA was vice president, Corporate Real Estate, senior regional asset manager at Citicorp North America, Inc. where his responsibilities included strategic and development planning, capital project planning and management for all Citicorp properties across New York state and Canada.

*HB Cornerstone does not provide legal advice or legal services, and the protections of the client-lawyer relationship do not exist with respect to the services provided by HB Cornerstone.