Financial Institutions Practice Overview
Cohen & Grigsby actively represents financial institutions, including bank and financial holding companies, state and national banks and savings associations, credit unions and institutional lenders, in many areas, including:
- Private and public offerings of debt and equity securities
- Private and public acquisitions, mergers and reorganizations
- Holding company formations
- Proxy and takeover contests
- Regulatory and compliance matters
Private and Public Offerings of Debt and Equity Securities
Our lawyers have assisted clients in raising capital from both public and private markets, including several bank holding companies in the registration and sale of securities to public and private investors.
Acquisitions, Mergers and Reorganizations
Our lawyers have represented buyers and sellers of public and private banks and bank holding companies in many types of transactions, including mergers of existing banks, tender offers, stock purchases and asset (branch) purchases.
Representative transactions include:
- Sale of a publicly-traded Pennsylvania holding company with businesses in Pennsylvania and Ohio to a publicly-traded holding company in an all-cash “merger-of-equals” transaction. Included contemporaneous merger of national bank subsidiaries.
- Sale of a privately-held Pennsylvania holding company to a publicly-traded Pennsylvania holding company in a cash-stock election merger transaction. Included contemporaneous merger of Pennsylvania state bank subsidiaries.
- Acquisition of a privately-held Delaware bank holding company by a privately-held Pennsylvania bank holding company in a contested, all-cash merger transaction. Included contemporaneous merger of national bank subsidiaries.
- Acquisition of a privately-held Pennsylvania bank by a publicly-traded Pennsylvania holding company in a stock and cash merger transaction pursuant to which the target was merged into the Pennsylvania bank subsidiary of the acquiror.
- Acquisition of publicly-held target by a publicly-held West Virginia bank holding company in public merger transaction involving stock and cash consideration.
- Acquisition by a Pennsylvania holding company of an Ohio thrift.
- Formation of a de novo Ohio bank by a Pennsylvania holding company.
- Formation by a West Virginia holding company of a de novo Pennsylvania national bank to acquire existing bank branches in Pennsylvania – the first entry by a West Virginia bank holding company into Pennsylvania.
Our lawyers have advised clients on all aspects of these transactions, including structuring for tax and other purposes; consideration paid and received (stock and/or cash and/or debt securities); registration of the stock or debt with the Securities and Exchange Commission (SEC); and obtaining shareholder and regulatory approvals from the Federal Reserve Board, the FDIC, Office of the Comptroller of the Currency and/or state banking departments.
Holding Company Formations
The Firm has represented banks in Pennsylvania and West Virginia in forming holding companies. We have helped to incorporate the holding company, obtain requisite shareholder and regulatory approvals and register the stock of the holding company with the SEC.
Proxy and Takeover Contests
Cohen & Grigsby has been involved in several contests over corporate governance and control. For example, we:
- Represented the incumbent board of directors of a publicly-held bank holding company whose largest shareholder sought to elect new directors and ultimately to oust the Company’s president.
- Assisted a group of shareholders that sought greater representation on the board of directors of a community bank.
- Advised a number of publicly-held bank holding company clients on the adoption of anti-takeover devices, including both statutory measures, like those set forth in the Pennsylvania Business Corporation Law, and private measures, such as the adoption of shareholder protection rights plans (poison pills).
- Successfully defended a publicly-held bank holding company in thwarting hostile takeovers.
- Advised a group of minority shareholders in their successful bid to acquire control of a publicly-held bank holding company.
We have assisted clients not only in negotiating friendly acquisitions, but also in planning for and defending against unsolicited acquisition offers and designing and implementing anti-takeover strategies. Because of our experience in these areas, we are able to assist financial institutions that want to acquire banks or bank holding companies that have these anti-takeover devices in place. For instance, the Firm has assisted bank holding companies in successfully and inexpensively terminating poison pills in the acquisition of other financial institutions.
Regulatory and Compliance Matters
In addition to our regulatory experience attendant to transactions, our lawyers also counsel financial institution clients in day-to-day problems relating to the regulatory examination, compliance and supervisory process. Examples include preparation for examinations, responding to examiner criticisms, reviewing and preparing compliance policies, conducting internal investigations of possible improprieties and providing guidance on dealing with regulatory agencies.
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