Banking

Experience

Windels Marx has one of the largest community banking practices in the region. Our clients range in size from recent start-ups to those with several billion in assets, and from closely held Subchapter "S" banks to publicly traded institutions.

Our services include:

• regulatory compliance,
• securities law compliance,
• capital raising,
• mergers and acquisitions advice,
• employment law compliance,
• general corporate advice and
• asset recovery.

Bank Regulatory & Compliance Matters

We represent our financial institution clients before all state and federal regulatory agencies, including the Federal Reserve, the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC). We provide advice on general regulatory compliance, assist in negotiating and complying with regulatory enforcement actions and guide clients through the process of obtaining regulatory approvals for various transactions. Historically, we have been active in working with investor groups seeking to obtain de novo bank charters, guiding them through the regulatory approval and capital raising process.

Bank Securities

We assist our clients in complying with federal and state securities laws, both on an ongoing basis for those clients whose securities are publicly traded and in connection with capital raising transactions. For those clients that are subject to the Securities Exchange Act of 1934, we prepare and review periodic reports, assist with Section 16 compliance and generally provide advice on disclosure and compliance issues. On capital raising transactions, we will work with our clients to ensure that the transaction and disclosure documents meet all legal and regulatory requirements applicable to the client, whether they are subject to the Securities Act of 1933, OCC regulations or general anti-fraud requirements.

Mergers & Acquisitions

Our merger and acquisition practice assists both buyers and sellers in a variety of transactions, including traditional mergers, stock purchases, recapitalization transactions and asset/liability purchase and assumption transactions. In representing our clients, we assist in the diligence process, negotiate and draft definitive deal documents and represent our clients in the regulatory approval process, preparing and filing any necessary applications and responding to regulatory comments and concerns.

General Corporate Matters for Banks

For many of our community banking clients, we serve as an outside general counsel, providing general corporate services, such as contract review and negotiation, advice with regard to compensation plans and employment agreements, and advice on corporate governance issues, including Board and committee structures and policies and procedures.

Select Matters of Note

Mergers & Acquisitions

• Represented a state-chartered bank in its definitive merger agreement with another state chartered bank. The combined entity will have assets of over $500 million with seven branches in New Jersey.
• Represented ConnectOne Bancorp, Inc. in its merger with Center Bancorp, Inc., a $243 million transaction that created the fourth largest bank with headquarters in New Jersey, combined assets of approximately $3 billion, and 24 locations in northern New Jersey.
• Represented Team Capital Bank in connection with its $122 million acquisition by Provident Financial Services and merger into The Provident Bank, forming a bank with $8.2 billion in combined assets and 90 branches in 13 counties in New Jersey and Pennsylvania.
• Represented South Jersey-based Colonial Financial Services, Inc. in connection with its acquisition by Cape Bancorp, Inc. for approximately $55 million, forming a combined bank with an estimated $1.6 billion in assets and 22 locations throughout New Jersey.
• Represented the largest Korean-American bank headquartered in the Northeast in connection with its $32.5 million acquisition by a West Coast bank seeking to expand on the East Coast.
• Represented Riverside Bank in its $28 million merger agreement with Salisbury Bancorp, Inc., forming a bank with approximately $808 million in total assets, $630 million in total loans and $682 million in total deposits with 13 branch locations across Connecticut, Massachusetts and New York.
• Represented a New Jersey bank holding company in the execution of a merger agreement related to its acquisition by another New Jersey bank holding company for an estimated $27 million.
• Represented Indus-American Bancorp in a $20 million merger agreement with BCB Bancorp Inc., the holding company for BCB Community Bank, pursuant to which BCB will acquire IAB and its wholly-owned subsidiary, Indus-American Bank.

Other Banking Matters of Note

• Represented a New Jersey bank with approximately $880 million in assets and eight branches in its application raise up to $46 million through an initial public offering (IPO).
• Represented First Bank in its $22 million private placement of subordinated notes.
• Represented Highlands Bancorp, Inc. in the completion of an $8.5 million private placement of common stock.
• Represented Highlands Bancorp, Inc. in the completion of a $5 million private placement of subordinated debt.
• Represented a Pennsylvania-based bank is its application to move its bank charter to New Jersey.
• Successfully resolved a shareholder litigation at an early stage, which allowed the previously announced merger of two banks to proceed.

Attorneys in the Banking Practice Group work synergistically with colleagues in our other practice groups, providing clients with comprehensive representation, including: Bankruptcy & Creditor's Rights; Corporate & Securities; Employment & Employee Benefits; Financial Transactions; Governmental Relations; Litigation & Alternative Dispute Resolution; Public Finance & Not-for-Profit; Real Estate; Tax, including Certiorari & Tax Appeals; and Workouts & Restructurings.