Acquisitions in the Financial Services Sector

Synopsis

After some years of minimal activity, is the environment for mergers and acquisitions in the financial services industry returning to normal? A panel of lawyers who work on such deals discusses the current state of the industry, the potential impact of new regulations, and recent trends, such as bankruptcy as a recapitalization tool and sales under 11 U.S.C. § 363.



Outline

I. State of the Industry
        A. Introduction
        B. Stability With Uncertainty
        C. More Confidence But More Regulation
        D. Regulatory Concerns 
II. Recapitalizations
        A. Two Paths to Recapitalization
        B. Banks on the Edge of Failure
        C. Bankruptcy as a Recapitalization Tool
        D. Sales Under 11 U.S.C. § 363
III. Divestiture
        A. Selling Nonbank Assets
        B. Who Is Buying?
IV. Potential Regulatory Effects
        A. Systemically Important Nonbank Companies
        B. Foreign Banks
V. Impact of the Dodd-Frank Act
        A. Plus or Minus?
        B. Systemic Perspective
        C. Effect on Derivatives Business 
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.





Speakers / Authors:

Photo of Lee A. Meyerson

Lee Meyerson
Simpson Thacher & Bartlett LLP

Lee A. Meyerson is a partner at Simpson Thacher & Bartlett LLP, where he specializes in mergers and acquisitions and in capital markets transactions for financial institutions. Mr. Meyerson, who is head of the firm’s M&A group, head of the Financial Institutions Practice, and a member of the firm’s Executive Committee, has participated in many of the largest U.S. financial services mergers of the past decade, including representing JPMorgan Chase & Co. in its $58 billion merger with Bank One Corporation, Mellon Financial in its $16.8 billion merger with The Bank of New York and The Toronto-Dominion Bank in its $8.5 billion acquisition of Commerce Bancorp.

Since the beginning of the financial crisis in 2008, he has represented a broad spectrum of banks, private investors and government agencies in many of the key transactions during this period. At the height of the crisis in October 2008, he represented the U.S. Treasury in connection with developing, structuring and documenting its $250 billion TARP program for purchasing equity in U.S. financial institutions, as well as Treasury’s targeted investments in Citigroup and Bank of America and the exchange of $49 billion of Citigroup preferred stock for common stock and trust-preferred securities. Throughout this period he has also been actively involved in FDIC failed bank auctions, representing both bank bidders and consortiums of private equity and other investors.

Mr. Meyerson’s capital markets practice includes IPOs and a broad range of debt, equity and hybrid capital securities offerings for banks, thrifts, insurance companies and other financial services companies. He participated in most of the major U.S. bank stock offerings of 2008, including representing Wachovia and JPMorgan in their respective $8 billion and $6 billion stock offerings and representing the underwriters in Sovereign Bancorp’s $1.89 billion offering of common stock and subordinated bank notes and First Horizon’s $690 million offering of common stock.

Mr. Meyerson has been ranked as one of the leading M&A and banking lawyers in the United States in a number of recent surveys, including The American Lawyer, which selected him as a “Dealmaker of the Year” for both 2008 (no. 4) and 2005, Chambers’ USA: America’s Leading Lawyers for Business 2010 (Financial Institutions M&A – Band 1; Financial Services Regulation – Band 2; Corporate/M&A – Band 3), Who’s Who Legal (Banking 2010), The Best Lawyers in America (Banking Law and Financial Institutions Law 2009), Practicing Law Company Yearbook 2009 (“Highly Recommended Individual”), and BTI’s 2008 Client Service All-Star Team for Corporate Transactions. On October 22, 2009, the Financial Times awarded Mr. Meyerson and his team the 2009 Innovative Lawyers award for their work relating to the “U.S. Financial Crisis and Downturn 2009.” He is a frequent speaker and author on issues concerning the financial services industry, including co-chairing PLI’s 2009 and 2010 Institutes on the Financial Services System.

Mr. Meyerson joined Simpson Thacher in 1981 and became a partner in 1989. He received his A.B., magna cum laude, in 1977 from Duke University and his J.D. from New York University School of Law in 1981 where he was editor of the New York University Law Review. He is admitted to the bar in New York.

Photo of Mitchell S. Eitel

Mitchell S. Eitel
Sullivan & Cromwell LLP

Mitchell S. Eitel is a member of Sullivan & Cromwell’s Financial Institutions and Mergers and Acquisitions groups. His practice focuses on financial services mergers and acquisitions, securities transactions, private equity investments and bank regulatory matters.

Mr. Eitel is a frequent speaker and panelist, particularly in the areas of financial services M&A and private equity transactions. He is co-chair of an annual Practising Law Institute conference on financial services.

He is also a fellow of the American Bar Association as well as general counsel and trustee of the Archeological Institute of America. He earned his A.B. from Columbia University in 1984 and his J.D. from Columbia Law School in 1987. He is admitted to the bar in New York.

Photo of Nicholas G. Demmo

Nicholas Demmo
Wachtell, Lipton, Rosen & Katz

Nicholas G. Demmo joined Wachtell, Lipton, Rosen & Katz in 1997 and was elected partner in 2004. Mr. Demmo focuses on mergers and acquisitions of banks and other financial institutions, and has a broad range of experience in complex corporate, securities, regulatory and compliance matters. Mr. Demmo has worked on numerous public and private company acquisitions, corporate control contests, securities offerings, corporate governance matters and joint venture transactions.

Mr. Demmo received his B.A. in economics from Yale University in 1993 and his J.D. from the University of Pennsylvania in 1996, where he served on the Journal of International Economic Law and was a member of the Order of the Coif. Following graduation from law school, he clerked for the Honorable Dean D. Pregerson of the U.S. District Court for the Central District of California.

Photo of William J. Sweet

William J. Sweet, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP

William J. Sweet, Jr. is head of Skadden, Arps’ Financial Institutions Regulatory and Enforcement Group and concentrates in financial institution merger and acquisition, regulatory and enforcement matters. Before joining the firm, Mr. Sweet was a staff attorney with the Federal Reserve Board, where he handled bank holding company regulatory, litigation and enforcement matters.

Mr. Sweet represents U.S., Asian, European and Latin American banking, securities and other financial institutions and their boards of directors on the strategic, policy and regulatory aspects of mergers and acquisitions, negotiated investments, joint ventures, restructuring transactions, bankruptcies and receiverships. In addition, Mr. Sweet advises private equity firms and others seeking to invest in regulated financial institutions.

In addition, Mr. Sweet regularly advises financial institutions on compliance and enforcement issues with respect to a broad range of governance, risk management, money laundering compliance, OFAC sanctions, fair lending, consumer, CRA and other matters, including representation before federal and state regulatory and enforcement agencies.

Mr. Sweet also represents financial institutions before the Financial Services Oversight Council, the Federal Reserve Board, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation, Treasury Department and other financial regulatory agencies on a wide range of rulings, interpretations and approvals.

Mr. Sweet represented clients on various aspects of federal lending, capital and liquidity support programs, including those established pursuant to the Emergency Economic Stabilization Act of 2008. In addition, Mr. Sweet has advised investors, banks and thrifts on the acquisition of depository institutions and assets from the Federal Deposit Insurance Corporation.

Mr. Sweet also advises clients on the implementation of the Dodd-Frank Act and on strategic transactional and compliance responses to the act.

Mr. Sweet repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America and Euromoney’s Guide to the World’s Leading Banking Lawyers. He also writes on banking issues and appears frequently at seminars on financial institution mergers and acquisitions, regulatory issues and enforcement matters.

Mr. Sweet received his J.D. from Georgetown University Law Center in 1978 and his B.A. from Bucknell University in 1974. He is admitted to the bar in the District of Columbia.

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Details

Course Code : 776445
Release Date : 1/1/2011 12:00:00 AM
Length : 57min
Recorded Date : 10/7/2010
Format Type : Video

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