Finance and Lending
Finance and Lending
Our Finance and Lending team counsels U.S. and foreign financial institutions, their holding companies and affiliates, and major nonbank financial companies, on the entire scope of permissible bank and nonbank activities.

Lawyers in this practice area also regularly represent nonfinancial corporate clients and funds in their lending and borrowing requirements, including unsecured and asset-based lending, leasing and securitized transactions.

  • Asset-Based Lending.  We work with banks, bank-affiliated lenders and independent finance companies that provide, and borrowers that receive, working capital facilities, term loans, acquisition financing, credit facilities for restructurings and debtor-in-possession financing, facilitating asset-based lending transactions involving numerous asset classes and various types of collateral, including receivables, inventory, documents of title, investment securities, intellectual property, machinery and equipment, and real estate.

  • Bank and Commercial Lending.  We assist banks, commercial lenders and borrowers on transactions involving financing of ongoing businesses, revolving credit and term loan facilities, as well as acquisition financing and the sale of portfolios of existing loans.  Our attorneys are well versed in the application of the Uniform Commercial Code and the perfection of liens and security interests in real and personal property.

  • Corporate Trust and Agencies.  Our attorneys work with banks and financial institutions serving as trustee, paying agent and borrowing trustee or other fiduciary under terms of trust agreements or as part of the public issuance of debt securities or other sophisticated financial transactions.  We have particular experience with industrial revenue bonds, mortgage-backed securities and other asset-backed securities issues.  We also represent financial institutions acting as owner or collateral trustee on behalf of equity participants in sophisticated lease financings or project financings, and in connection with virtually every form of agency arrangement.  We regularly advise transfer agent clients on regulatory aspects of their businesses, including questions relating to transfers of restricted securities, cybersecurity issues and compliance with the Office of Foreign Assets Control (OFAC) and Anti-Money Laundering regulations.  We also assist our financial institution clients on new and varied shareholder services, such as acting as escrow agent, warrant agent, stock plan administrator, 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.

  • Derivative Transactions.  We assist clients with derivative transactions involving International Swaps and Derivatives Association (ISDA) documentation, including arrangements to protect against risks relating to interest rate fluctuations, foreign exchange rate fluctuations, credit defaults and other hedging agreements.

  • Foreign Bank Representation.  Our attorneys—many of whom speak numerous languages and understand cultural nuances well—represent offices, subsidiaries and affiliates of foreign banking institutions operating in the United States.  We know the unique issues at play in navigating among differences between head office regulation and law and U.S. requirements, as well as differences between head office and branch office policies.  Our foreign banking clients look to us for guidance regarding U.S. labor and employment issues, reserve requirements, interstate banking and branching rules and restrictions on nonbanking activities.

  • Letters of Credit.  Our attorneys know and understand the differences and interplay among the Uniform Customs and Practices, International Standby Practices and the underlying state law embodied in the Uniform Commercial Code.  We’ve represented one of the leading trade associations of U.S. financial institutions in connection with both the business and law of letters of credit,  advocating for their interests in state, federal and international legislative and rulemaking procedures in connection with proposed changes in law and regulations governing the uses of letters of credit.

  • Project and Lease Finance.  We represent lenders, as syndicate leaders or syndicate members, as well as lessors and equity investors, in sophisticated domestic and international equipment and facility financings structured through leases or through limited or nonrecourse project financings, in particular in the transportation industry, and in domestic and international energy and natural resource project financings.

  • Regulatory and Enforcement.  Our Financial Institutions team also provides regulatory and enforcement counseling, advising our financial institutions clients on evolving regulatory requirements that may have an impact on their business goals.  Our familiarity and extensive work with federal and state regulatory agencies, particularly in bank acquisitions and mergers, establishment of subsidiaries, branches, agencies and representative offices, has earned us a great deal of credibility and trust that benefits clients pursuing ongoing or expansion of business activities.  We also represent clients in regulatory enforcement matters, including negotiated cease-and-desist orders and other regulatory enforcement issues.

  • Structured Finance.  We help our financial institution clients structure complex transactions involving a variety of assets, including trade receivables, equipment and real property leases, commercial loans and commercial mortgages—and in providing liquidity facilities or other credit support in asset-backed financings.

  • Syndicated Lending.  We work with agent banks, members of lending syndicates and participants in the secondary loan markets on a full range of syndicated lending matters, from negotiating and documenting credit facilities, dealing with intercreditor issues and advising on credit issues related to restructurings, bankruptcies and workouts.

  • Workouts, Bankruptcy and Litigation.  Together with our Bankruptcy and Restructuring practice and its Litigation team, the Financial Institutions team counsels financial institutions in bankruptcy, insolvency and creditors’ rights, with a principal focus on out-of-court workouts and business reorganizations under Chapter 11.
 
 

Overview

Our Finance and Lending team counsels U.S. and foreign financial institutions, their holding companies and affiliates, and major nonbank financial companies, on the entire scope of permissible bank and nonbank activities.

Lawyers in this practice area also regularly represent nonfinancial corporate clients and funds in their lending and borrowing requirements, including unsecured and asset-based lending, leasing and securitized transactions.

  • Asset-Based Lending.  We work with banks, bank-affiliated lenders and independent finance companies that provide, and borrowers that receive, working capital facilities, term loans, acquisition financing, credit facilities for restructurings and debtor-in-possession financing, facilitating asset-based lending transactions involving numerous asset classes and various types of collateral, including receivables, inventory, documents of title, investment securities, intellectual property, machinery and equipment, and real estate.

  • Bank and Commercial Lending.  We assist banks, commercial lenders and borrowers on transactions involving financing of ongoing businesses, revolving credit and term loan facilities, as well as acquisition financing and the sale of portfolios of existing loans.  Our attorneys are well versed in the application of the Uniform Commercial Code and the perfection of liens and security interests in real and personal property.

  • Corporate Trust and Agencies.  Our attorneys work with banks and financial institutions serving as trustee, paying agent and borrowing trustee or other fiduciary under terms of trust agreements or as part of the public issuance of debt securities or other sophisticated financial transactions.  We have particular experience with industrial revenue bonds, mortgage-backed securities and other asset-backed securities issues.  We also represent financial institutions acting as owner or collateral trustee on behalf of equity participants in sophisticated lease financings or project financings, and in connection with virtually every form of agency arrangement.  We regularly advise transfer agent clients on regulatory aspects of their businesses, including questions relating to transfers of restricted securities, cybersecurity issues and compliance with the Office of Foreign Assets Control (OFAC) and Anti-Money Laundering regulations.  We also assist our financial institution clients on new and varied shareholder services, such as acting as escrow agent, warrant agent, stock plan administrator, 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.

  • Derivative Transactions.  We assist clients with derivative transactions involving International Swaps and Derivatives Association (ISDA) documentation, including arrangements to protect against risks relating to interest rate fluctuations, foreign exchange rate fluctuations, credit defaults and other hedging agreements.

  • Foreign Bank Representation.  Our attorneys—many of whom speak numerous languages and understand cultural nuances well—represent offices, subsidiaries and affiliates of foreign banking institutions operating in the United States.  We know the unique issues at play in navigating among differences between head office regulation and law and U.S. requirements, as well as differences between head office and branch office policies.  Our foreign banking clients look to us for guidance regarding U.S. labor and employment issues, reserve requirements, interstate banking and branching rules and restrictions on nonbanking activities.

  • Letters of Credit.  Our attorneys know and understand the differences and interplay among the Uniform Customs and Practices, International Standby Practices and the underlying state law embodied in the Uniform Commercial Code.  We’ve represented one of the leading trade associations of U.S. financial institutions in connection with both the business and law of letters of credit,  advocating for their interests in state, federal and international legislative and rulemaking procedures in connection with proposed changes in law and regulations governing the uses of letters of credit.

  • Project and Lease Finance.  We represent lenders, as syndicate leaders or syndicate members, as well as lessors and equity investors, in sophisticated domestic and international equipment and facility financings structured through leases or through limited or nonrecourse project financings, in particular in the transportation industry, and in domestic and international energy and natural resource project financings.

  • Regulatory and Enforcement.  Our Financial Institutions team also provides regulatory and enforcement counseling, advising our financial institutions clients on evolving regulatory requirements that may have an impact on their business goals.  Our familiarity and extensive work with federal and state regulatory agencies, particularly in bank acquisitions and mergers, establishment of subsidiaries, branches, agencies and representative offices, has earned us a great deal of credibility and trust that benefits clients pursuing ongoing or expansion of business activities.  We also represent clients in regulatory enforcement matters, including negotiated cease-and-desist orders and other regulatory enforcement issues.

  • Structured Finance.  We help our financial institution clients structure complex transactions involving a variety of assets, including trade receivables, equipment and real property leases, commercial loans and commercial mortgages—and in providing liquidity facilities or other credit support in asset-backed financings.

  • Syndicated Lending.  We work with agent banks, members of lending syndicates and participants in the secondary loan markets on a full range of syndicated lending matters, from negotiating and documenting credit facilities, dealing with intercreditor issues and advising on credit issues related to restructurings, bankruptcies and workouts.

  • Workouts, Bankruptcy and Litigation.  Together with our Bankruptcy and Restructuring practice and its Litigation team, the Financial Institutions team counsels financial institutions in bankruptcy, insolvency and creditors’ rights, with a principal focus on out-of-court workouts and business reorganizations under Chapter 11.
Partner
Email (203) 351-8018(203) 351-8018
Merrill Stone’s corporate practice includes finance and securities law, banking, shareholder services and mergers and acquisitions.  Merrill represents banks, financial institutions, pr...
Partner
Email (212) 808-7710(212) 808-7710
Bob Adams is a partner in the firm's New York office. He focuses his practice on banking and finance. Bob represents JPMorgan Chase and other financial institutions in a wide variety of fi...
Partner
Email (212) 808-7750(212) 808-7750
Pamela Bruzzese-Szczygiel focuses her practice on corporate and banking law matters.  Pamela was selected for inclusion in the 2013-2016 New York Metro Super Lawyers’ Rising Stars lists...
Partner
Email (212) 808-5000(212) 808-5000
John Dellaportas is co-chair of Kelley Drye’s Securities Litigation and Enforcement practice.  John has more than two decades of experience representing clients in high-stakes commercia...
Partner
Email (212) 808-7771(212) 808-7771
Bill Escobar is one of Kelley Drye’s leading trial lawyers.   Bill defends, prosecutes and resolves serious business disputes for both domestic and international business clients. &nbs...
Partner
Email (202) 342-8857(202) 342-8857
Joe Hoffman co-chairs the Washington D.C. Business Group.  His commercial practice focuses on real estate and corporate transactions involving the purchase and sale of assets and companies, a...
Partner
Email (713) 355-5035(713) 355-5035
Bryce Linsenmayer focuses his practice on securities law and mergers and acquisitions.  He advises issuers and investment bankers in public offerings and domestic and foreign private placement...
Partner
Email (212) 808-7554(212) 808-7554
John's practice focuses on health care issues and health care organizations.
Partner
Email (312) 857-7086(312) 857-7086
Andrew Pillsbury focuses on mergers and acquisitions, joint ventures and technology matters, start-up counseling and securities and corporate governance issues.  Andrew also represents lender...
Partner
Email (212) 808-7576(212) 808-7576
David Retter focuses his practice on corporate trust and bankruptcy matters.  With more than three decades of practice, David understands, from firsthand experience, the dynamics and obstacle...
Partner
Email (212) 808-7768(212) 808-7768
A member of the firm’s Corporate practice, Joel Rublin focuses on contract matters, project development and finance, securities law and restructurings, with an emphasis on serving clients in...
Partner
Email (202) 342-8829(202) 342-8829
Martin Teckler is one of the few attorneys in the country experienced in the programs of the Small Business Administration (SBA) and other federal agencies that provide capital to small businesses...
Special Counsel
Email (212) 808-7974(212) 808-7974
For more than three decades, Ben Feder has focused his practice on bankruptcy and restructuring matters.  He is appreciated by clients and colleagues alike for his extensive experience and le...
Special Counsel
Email (312) 857-7082(312) 857-7082
Jennifer Norkus is special counsel in the firm’s Chicago office.  She focuses her practice on mergers and acquisitions, equity and debt financing, and general corporate matters. Je...
Senior Associate
Email (203) 351-8141(203) 351-8141
Wendy Clarke is a senior associate in the firm’s Stamford office, where she focuses her practice on corporate, finance and securities law. Wendy represents private equity funds, global indus...
Senior Associate
Email (312) 857-2530(312) 857-2530
Marcella Hein focuses her practice on a variety of domestic and international transactional matters, including technology transactions, global sourcing engagements, strategic alliances, software li...
Senior Associate
Email (212) 808-7956(212) 808-7956
Raxak Mahat is a senior associate in the firm's New York office.  He focuses his practice on corporate law.  Raxak has experience representing public and private companies in merger ...

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