Steven J. Eisen. Overview. Representative Matters. Shareholder

Transcription

1 STEVEN J. EISEN Shareholder guides banks and other financial institution clients, as well as general commercial enterprises, through a variety of day-to-day regulatory and legal advice, corporate governance, acquisitions, high-stakes corporate matters and complex securities transactions. Overview Mr. Eisen's experience includes mergers and acquisitions, regulatory compliance, new corporate, LLC, and bank formation, equity and debt offerings, state and federal securities laws registration and exemptions, copyrights and trademarks, computer and technology, emerging company issues and general corporate law. Mr. Eisen has been published in numerous banking, trade association, and business journals, and he frequently lectures on financial institution law, corporate and securities law, and director duties at seminars sponsored by the Tennessee Bankers Association, Tennessee Society of CPAs, the American, Tennessee, and Nashville Bar Associations, and other organizations. Mr. Eisen's honors, which are detailed more below, include being ranked in Chambers USA: America's Leading Business Lawyers in the top tier of Tennessee lawyers in the areas of Banking and Finance and Banking and Finance: Regulatory; being listed as a "Power Leader in Banking" by the Nashville Business Journal in 2011; being listed as one of the "Best Lawyers in Nashville" in the Nashville Post; being listed as one of the "Best Lawyers in Tennessee" by Business TN, each year of publication since 2004; being listed as one of the Best Lawyers in America, Banking Law, each year since 1995; named the Best Lawyers' 2013 Nashville Financial Services Regulation Law "Lawyer of the Year"; as among the top 100 attorneys in Tennessee by Mid-South Super Lawyers ; and being listed in The Legal 500 United States, Volume I, Corporate and Finance in the area of mergers and acquisitions. Mr. Eisen is an Eagle Scout and a Life Loyal Sig of the Sigma Chi Fraternity. Representative Matters Annually advises with respect to private equity offerings for numerous banks, bank holding companies, and other businesses. Over 70 de novo bank, mortgage company, trust company, and finance company formations and over 100 bank holding company formations in Tennessee and surrounding states. Consistently listed by SNL Securities as one of the leading law firms in the United States representing a significant number of financial institution buyers or sellers in mergers, acquisitions, and significant asset sales. Also represents many non-bank companies in merger, acquisition, and expansion transactions. Secured over 75 federal trademark registrations with the US Patent and Trademark Office (USPTO). 1

2 Negotiates numerous cease and desist and consent orders, memorandums of understanding, board resolutions, notices of charges, and other formal and informal agreements and examination results between financial institution clients and state and federal regulatory authorities, including filing appeals with the agencies' Ombudsman's Offices. Represented the Tennessee Consumer Finance Association, the trade association for finance companies (industrial loan and thrift companies), in filing an amicus curie brief with the Tennessee Supreme Court in Auto Credit v. Wimmer, where the Court ruled favorably validating the traditional manner for notice of sale to a debtor for the sale of repossessed collateral. Represented the Tennessee Bankers Association in obtaining favorable decisions from the Tennessee Attorney General, and defending the decision in court, allowing banks in Tennessee to sell title insurance. Providing similar work for other state banking associations. Assists many bank clients in the development and revision of business plans, capital plans, operating policies and procedures, and regulatory compliance. Represented over 20 issuers of trust preferred securities raising over $200 million in bank holding company equity. Represented over 25 financial institutions nationwide in seeking government investments through the Troubled Asset Recovery Program (TARP) and the Small Business Lending fund (SBLF). Assists various parties involved in FDIC receivership situations including representing loan participants where there is disagreement when the FDIC is acting as the servicing or a participating bank, purchasing assets from the FDIC, representing borrowers in settling obligations to the FDIC, representing former officers and directors in litigation matters, and bidding on acquisitions of failed banks. Advising financial institution directors with respect to their fiduciary duties, especially with respect to their regulatory obligations and interactions. Advising financial institutions with respect to insurance bond claims for customer or employee malfeasance or fraud. Advising a number of clients with respect to employee contracts, including benefit plans, severance agreements, golden parachutes, and general employment situations. Advising financial institutions with respect to expansion alternatives, including branching, loan production offices, interstate banking, charter sales, and new products and services. Drafted banking legislation in Tennessee on behalf of clients and as a member of the Tennessee Banker's Association's Government Relations Committee and the Lawyers Committee. Recognized as drafting the legislation for, and submitting, the first application by electronic mail to the Tennessee Department of Financial Institutions. Represented bank, assisting it in complying with a formal enforcement action, complying with a Prompt Corrective Action directive, selling loans, division and branch assets, reorganizing holding company debt, loan collection efforts, litigation, and raising capital. Represented long-time banking client, advising it on a $52.4 million merger agreement with a regional bank. 2

3 Represented bank holding company in a $55 million initial public offering on the New York Stock Exchange. Successfully represented banking clients in the purchase of bank assets and deposits of failed bank from the FDIC in an assisted transaction. Representation included reviewing bid forms and assisting in negotiations of the Purchase Agreement between the client and the FDIC. Represented a bank holding company, closing a successful $13 million private offering of the company's voting common stock. Shares of the company's common stock were sold at a premium to book value. The client plans to employ the majority of net proceeds from the transaction to support organic growth of its related bank. Represented NYSE listed financial services company in a $20 million private placement of subordinated notes. Represented long-time banking client, one of the largest banks headquartered in Tennessee in its acquisition by a regional bank holding company. Represented state banking associations in helping their members comply with insurance and banking regulations to allow them to sell title insurance. Represented banking client after it discovered fraudulent action by both insiders and borrowers. Representation included handling related regulatory issues, filing a lawsuit against the partner involved in the fraud, handling a collections matter related to a loan customer who had filed bankruptcy and handling a stock offering. Represented banking client, assisting it comply with formal enforcement action with state and federal bank regulators. Representation also included assisting it with raising capital, change in control approval, loan workouts, fraud investigation, bond claims, and litigation defense. Represented banking client, assisting it with regulatory compliance (including formal enforcement action), capital raising, and sale of branches. Represented bank client with a flow purchase and servicing agreement for commercial real estate mortgages, advising on regulatory requirements for third party vendor contracts. Shareholder Steve Eisen worked directly with the Office of the Comptroller of the Currency (OCC) in editing a version of The Director's Book, which describes the obligations and responsibilities of directors of national banks. Professional Honors & Activities Listed in Best Lawyers in America since 1995 Named the Best Lawyers' 2013 Nashville Financial Services Regulation Law "Lawyer of the Year;" 2011 Nashville Banking "Lawyer of the Year" Listed in Best Lawyers in Tennessee by Business Tennessee magazine since 2004 Listed in Mid-South Super Lawyers since 2006; named among top 100 attorneys in Tennessee ( ); named among top 50 Nashville attorneys (2012) Named an Attorney for Justice by the Tennessee Supreme Court ( ) 3

4 Listed as one of the 101 Top Middle Tennessee Lawyers by Nashville Post (2011) Listed Nashville Post "In Charge" list - Banking ( ) Listed in The Legal 500 United States, Volume I, Corporate and Finance since 2007 Listed since 2008 in Chambers USA: America's Leading Business Lawyers as a leading lawyer in the areas of banking & finance and banking & finance: regulatory in Tennessee Recipient Nashville Bar Association award for "Journal Article of the Year" for "Feds Gone Wild" article (2009) Listed Nashville Business Journal "Best of the Bar" list (2006, 2011, 2012, 2018) Named a "Power Leader in Banking" by the Nashville Business Journal (2011) Associate Member Tennessee Bankers Association (formerly chairman of the Lawyer's Committee and member of the Government Relations Committee and Insurance Task Force) Member Tennessee (LLC Task Force Committee), American (Intellectual Property Section, Science and Technology Law Section and Business Section, Banking Law Committee) and Nashville Bar Associations (Corporate Counsel Committee and Corporate and Commercial Practices Committee) Finalist in the Concours International De Plaidoiries, La Defense Des Droits De L'Homme, Caen, France in March, 1991, presented paper on "International Treatment of Children with Disabilities" Community Activities Governance Committee Exchange Club Family Center (child abuse prevention) Member Economic Club of Nashville Board of Directors Past-President and Speaker Chairman Board of Directors Economic Club Charities, Inc. Board of Directors and Secretary Nashville RBI, Inc. (Reviving Baseball in Inner Cities) Board of Directors and Treasurer Satellite Organization of the American Cancer Society Governance Committee Get Connected, Inc. Bylaw Committee West End Synagogue Annual volunteer work with Legal Aid Society of Middle Tennessee and NeedLink Nashville Publications "Bank Websites Come Under Scrutiny for ADA Violations," BankNews (January 2017) "Bank Websites Targeted for Title III ADA Violations 12 Ways to Comply" (October 2016) "Q&A on 'Dot.Bank' Registration," Banking Exchange (April 2015) "Q&A on.bank Registration" (March 20, 2015) 4

5 "October 31 Amendment Deadline for Bank Holding Company Tax Allocation Agreements" (October 2014) "Heard At The Country Music Hall Of Fame: CFPB Director Performs In Nashville" (July 17, 2014) "Cordray Goes Country: A Ballad of Payday Lending Abuse," Law360 (May 2014) "Will Your Bank Exist Next Year," The Tennessean (February 2014) "Intellectual Property Issues for Start-up Companies," Intellectual Property Deskbook for the Business Lawyer, 3d edition (2013) "Q & A: Steve Eisen (about failed bank closure process)," Nashville City Paper (February 2012) "Banking Vets Plan First Area Bank Since 2007," Nashville Business Journal (September 2011) "New Local Mutual Fund Aims for $1B in Assets," Nashville Business Journal (March 2011) "Nashville Banks Look to Tap $30B Small Business Lending Fund," Nashville Business Journal (March 2011) Speaking Engagements "Holding Effective, Efficient, and Energetic Board Meetings," Nashville Bar Association's Business Law Institute (October 2018) "Hot Exam Topics," Directors Conference of the Tennessee Bankers Association (October 2017) "Hot Exam and Board Topics," icontracts Annual User Conference (April 2017) "Merger Trends in the Financial Institutions Industry," Crowe Horwath LLP Annual Financial Institutions Conference, Franklin, Tennessee (November 2014) "IP Issues for Startup Companies," ABA Business Law Section Spring Meeting, Los Angeles (April 2014) "Bank Mergers and Impact on Business Customers," Middle Tennessee Industrial Distributors Association Membership Meeting, Nashville, Tennessee (March 2014) "Avoiding Conflicts of Interest," Tennessee Bankers Association Director's College, Nashville, Tennessee (October 2012) Panelist "Banking's new chessboard: How the M&A wave will affect the industry," Nashville Business Journal breakfast meeting (October 2012) "The Merger Matrix," Horne Banker's Forum, Memphis, Tennessee (September 2012) Co-presenter "How Dodd-Frank Will Transform Your Bank," webinar hosted by Coleman Publishing (September 2012) "Keeping Up: Dodd-Frank and Other Changes Keeping Bankers on Their Toes," Annual Alexander Thompson & Arnold, CPAs Banking Forum, Jackson, Tennessee (August 2012) "Regulators vs. Community Banks: The Latest From the Battlefield," Horne Banker's Forum, Memphis, Tennessee (September 2011) 5

6 Webinars Live from the Trenches: Hot Exam Issues (April 2016) Baker Donelson's Directors Toolkit (December 2014) Interests Tennis Boating Baseball (Die-hard Chicago Cubs fan) and other sports enthusiast and memorabilia collector Computer and audio/visual technology Financial investments and planning Admissions United States Supreme Court, 2018 United States Court of Appeals for the Sixth Circuit, 1983 United States District Court for the Middle District of Tennessee, 1983 Tennessee, 1983 Clients appreciate Steven Eisen's 'get-it-accomplished attitude.' He is a senior figure at the firm and is well known for his deep expertise in securities matters and banking regulatory issues. FROM CHAMBERS USA