Kelley Drye's Financial Institutions practice represents U.S. and foreign financial institutions, their holding companies and affiliates and major non-bank financial companies encompassing the entire scope of permissible bank and non-bank activities. The firm assists clients with a range of matters, including bank and commercial lending, secured and unsecured lending, asset-based lending, leasing, project finance, structured finance, asset securitization, debt and equity securities offerings, trust and agency services and regulatory counseling and representation before federal and state agencies. Lawyers in this practice area also represent non-financial corporate clients in their lending and borrowing requirements, including unsecured and asset-based lending, leasing and securitized transactions. The firm has extensive experience acting as outside counsel for offices, subsidiaries and affiliates of foreign banking institutions operating within the United States. In addition, Kelley Drye's domestic and international corporate trust law practices are widely known and well-regarded for their work on behalf of banks and financial institutions.
Kelley Drye's Financial Institutions practice has extensive experience in the following areas:
- Syndicated Lending — Representing agent banks in syndicated credit facilities, from negotiating and documenting the facility at inception to advising the agent in connection with restructurings and bankruptcies. The firm also regularly represents members of lending syndicates. Since clients often finance companies with complex capital structures, the firm routinely addresses sophisticated intercreditor issues. Kelley Drye also represents participants in the secondary loan markets.
- Asset-Based Lending – Representing clients in asset-based transactions that involve such collateral as receivables, inventory, documents of title, investment securities, intellectual property, machinery and equipment, and real estate. Clients include banks, bank-affiliated lenders and independent finance companies that provide working capital facilities, term loans, acquisition financing, credit facilities for restructurings and debtor-in-possession financing.
- Commercial Lending – Advising clients with respect to granting or obtaining revolving credit and term loan facilities. The firm's lawyers have a deep understanding of the applicable provisions of the Uniform Commercial Code and the perfection of liens and security interests in real and personal property in many foreign jurisdictions. Clients look to the firm for assistance with financing of ongoing businesses, as well as acquisition financing and the sale of portfolios of existing loans.
- Regulatory and Legislative Counsel – Advising clients on evolving regulatory requirements that impact their business goals. The firm's lawyers have extensive experience with the federal and state regulatory environment, including such activities as bank acquisitions and mergers, establishment of subsidiaries, branches, agencies and representative offices. The Financial Institutions team regularly represents clients before the various federal and state banking agencies with regard to ongoing or expansion of business activities. Where needed, the firm has negotiated cease and desist orders and other regulatory enforcement issues.
- Foreign Bank Representation – Acting as outside counsel for offices, subsidiaries and affiliates of foreign banking institutions operating within the United States. The firm's attorneys - who speak numerous languages and understand cultural nuances well - are experienced with issues unique to foreign banking institutions operating within the United States, such as navigating among differences between head office regulation and law and U.S. requirements, as well as differences between head office and branch office policies. Foreign clients also look to Kelley Drye for guidance regarding U.S. labor and employment issues, reserve requirements, interstate banking and branching rules and restrictions on non-banking activities.
- Structured Finance – Assisting clients with synthetic leasing, asset securitization and other structured finance transactions. Kelley Drye's attorneys have helped clients to structure complex transactions involving a variety of assets, including trade receivables, equipment and real property leases, commercial loans, and commercial mortgages. The firm also regularly represent lenders providing liquidity facilities or other credit support in asset-backed financings.
- Project and Lease Finance – Representing lenders, lessors and equity investors in highly-sophisticated domestic and international equipment and facility financings structured through leases or through limited or non-recourse project financings. The firm has extensive experience in the transportation industry, including domestic and cross-border tax leasing structures and both domestic and international energy and natural resource project financings. Whether representing lenders as syndicate leaders or syndicate members, Kelley Drye assists in due diligence negotiations and drafts the complex financing and security packages these deals demand.
- Letters of Credit – Negotiating, drafting, interpreting and litigating the provisions and obligations arising under commercial letters of credit, standby letters of credit or letters of credit used as security or surety like purposes. The firm has represented the nation's most prestigious trade association of financial institutions dealing with the business and law of letters of credit and has participated in proposed changes in law and regulations at the state, federal and international level regarding the uses of letters of credit. Kelley Drye lawyers are experienced in dealing with the differences among the Uniform Customs and Practices, International Standby Practices and the underlying state law embodied in the Uniform Commercial Code, all of which govern letters of credit.
- Derivative Transactions – Assisting clients in various derivative transactions and matters involving ISDA documentation, including arrangements to protect against risks relating to interest rate fluctuations, foreign exchange rate fluctuations, credit defaults and other hedging agreements.
- Corporate Trust and Agencies – Working on behalf of banks and financial institutions as trustee, paying agent, borrowing trustee or other fiduciary under terms of trust agreements, and as part of the public issuance of debt securities or other sophisticated financial transactions. The firm has particular experience in advising trustees, fiduciaries or financial institutions with regard to industrial revenue bonds, mortgage backed securities and other asset backed securities issues. Kelley Drye also regularly represents financial institutions acting as owner or collateral trustee on behalf of equity participants in sophisticated lease financings or project financings. The firm also assists financial institutions in connection with agency arrangements, including escrow agency agreements, stock transfer and registrar agency agreements, warrant agency agreements, custodian agreements, tender offer depositary agreements, exchange agency agreements and other reorganization agreements, deferred exchange (qualified intermediary) agreements, drop agreements, dividend reinvestment and other investment plans, odd lot shareholder programs and the like. Among other things, Kelley Drye has helped clients develop forms, procedures and compliance programs and obtain rulings, interpretations, exemptions and no-action letters from the IRS and the SEC. A significant part of the firm’s corporate agency practice relates to new and varied shareholder services, such as acting as rights agent under “poison pill” rights plans and tax benefit preservation plans, proxy solicitor and inspector of elections in proxy contests, direct registration system plans, clearing services, class action administrative services and telephonic proxy services.
- Workouts, Bankruptcy and Litigation – Working in conjunction with the firm's Restructuring, Bankruptcy & Creditors' Rights and Litigation practices, the Financial Institutions team regularly advises clients in the areas of bankruptcy, insolvency and creditors' rights with a principal focus on out-of-court workouts and business reorganizations under Chapter 11 of the Bankruptcy Code. The firm's lawyers also have experience with internal corporate investigations and employee defalcation problems, as well as with handling federal and state regulatory investigations and problems involving money laundering.