Michelman & Robinson, LLP’s (M&R) Banking & Financial Services Department is highly experienced in commercial finance issues. We achieve superior legal results for our clients on high profile, high-stakes matters throughout the country. Our team of talented litigators and transactional attorneys provides prudent tactical advice to commercial and investment banks; commercial finance, trust and insurance companies; credit unions; venture capital and securities firms; mortgage brokers; hedge funds; and their associated holding companies and affiliates.
With five offices nationwide, we are well positioned to adeptly respond to the unique needs of our client base, handling transactions such as trade finance facilities, commercial paper, asset-based financing, leasing transactions, loans, buy-outs, compliance, licensing revocations and investigations, and entity formation and structuring.
We counsel financial institutions and asset management companies on problem loan identification and review, workout strategies, negotiations, servicing, collections (including pre-litigation review and litigation-avoidance measures) and receiverships. We also handle lender issues involving loan documentation, participation agreements and the sale of loan portfolios. Many of our clients are engaged in the acquisition of non-performing and sub-performing loans, necessitating negotiations with borrowers and debt restructuring.
Further, because financial issues frequently impact the full spectrum of M&R's clients, we draw on our cross-practice resources, utilizing attorneys from our Employment, Real Estate, Construction, Hospitality, Health Care, Appellate, Intellectual Property and Insurance Departments to provide an integrated service approach that consistently achieves optimum results.
We are actively involved with the California Bankers Association, California Independent Bankers, California Mortgage Bankers Association, Risk Management Association, Special Assets Management Association, Investment Company Institute, and the Independent Directors Council. Our attorneys hold prominent positions in some of these organizations, serve as frequent speakers and guest panelists, and routinely publish topical articles in their trade publications.
Areas Of Expertise
- Asset-Based Loans
Our attorneys prepare documentation for lenders in connection with loans secured by personal property assets including accounts receivable and inventory. We assist our lender clients in structuring, performing due diligence and preparing and negotiating the documentation related to single-lender and syndicated asset-based financings.
- Bank Regulatory
Our attorneys have significant experience navigating the frequently complex waters of regulatory requirements, and banks and financial institutions regularly turn to us for counsel.
The Banking & Financial Services Department is comprised of an experienced and highly respected group of banking and commercial finance attorneys providing superior legal services to virtually every type of client in the banking and financial services industry. Our team of litigators and transactional attorneys regularly handle high profile, high-stakes matters throughout the country for our clients.
We are well-versed in all aspects of bankruptcy law across many industries. We provide sophisticated counsel in complex bankruptcy proceedings and are adept at navigating clients through the challenges they face in distressed financial situations. Our bankruptcy attorneys employ state of the art solutions to represent various secured, undersecured and unsecured creditors — including bank lenders, hedge funds, trade vendors, restaurants, real estate developers and hospitals — in Chapter 7 and 11 bankruptcy cases. In addition, we represent purchasers of distressed assets in bankruptcy § 363 asset sales.
- Commercial Lending
Our attorneys represent financial institutions and lenders in connection with commercial and industrial real estate and related lending. We draft loan documents and perform due diligence reviews. We have vast experience dealing with all aspects of commercial loans, and provide comprehensive counsel on all aspects of the lending transaction.
With banking moving to an electronic format, the risk of third parties gaining unauthorized access to funds is greater than ever. We counsel lenders on steps to ensure cybercrime prevention, and aggressively represent our clients in connection with allegations by borrowers of these kinds of procedural malfunctions.
Our attorneys routinely monitor non-judicial foreclosures and handle judicial foreclosures to facilitate loan defaults on behalf of lenders.
- Investment Grade Loans
We analyze and prepare documentation for lenders with respect to investment grade loans, frequently involving insurance companies.
- Lender Liability
Borrowers frequently sue lenders, oftentimes attempting to gain leverage for a reduction of their indebtedness. M&R attorneys analyze claims and potential actions against our lender clients to provide a realistic assessment of the basis of the claim being asserted. In addition, when litigation is instituted, we aggressively respond on behalf of the client.
- Loan Workouts & Restructurings
We represent lenders in connection with workouts both outside and through litigation and the restructuring of loans, secured by both personal and real property. We counsel clients in a wide range of industries on loan workouts and modifications, reorganization and bankruptcy alternatives.
- Mortgage Banking
Our Banking & Financial Services attorneys deal with all aspects of residential lending, including licensing of residential mortgage brokers and originators. We frequently represent our lender clients in connection with compliance regarding residential lending, including navigating them through complex issues related to TILA and RESPA. Our attorneys are well versed in handling loan repurchase requests and loan officer compensation agreements. We represent mortgage brokers and originators in both the wholesale and retail lending scheme, and counsel on loan servicing requirements. Our attorneys represent our lender clients when non-competition issues arise, vigorously protecting their trade secrets.
The following is a select sampling of our representative matters:
- Appellate Action: Two banks that participated in a large construction loan in Los Angeles County had a dispute regarding a participation agreement. The trial court granted one of the bank’s rescission of a party’s participation agreement, awarding over $2 million in restitution and attorneys’ fees and costs. M&R obtained a reversal on appeal for our client, whereby the participation agreement was not rescinded, and our client is seeking attorneys’ fees in excess of $1.2 million.
- Bankruptcy/Adversary Proceedings: A large money transfer institution maintained a judgment against a customer for failure to submit monies owed. The customer filed for bankruptcy, attempting to discharge the money transfer institution’s judgment. On behalf of the money transfer institution, M&R initiated an adversary proceeding in bankruptcy court, arguing that the judgment was non-dischargeable. Ultimately, the court agreed and awarded M&R’s client the full amount of the judgment plus attorneys’ fees and costs.
- Breach of Guaranty: M&R sought recovery of money owed to one of California’s leading banks for breach of promissory note and breach of guaranty. The opposing side sought relief from these claims pursuant to various legal theories that would bar the lender’s relief, including a defense that the guaranty was a sham guaranty. M&R successfully represented the lender in overcoming and demonstrating the invalidity of each defense and M&R prevailed on behalf of our client, obtaining an award in the amount of $23 million.
- Collateral Preservation Litigation: M&R successfully represented a bank in defending a claim that it had failed to properly preserve personal property collateral. A creditor of the borrower sought in excess of $12 million in damages, claiming that the bank had failed to comply with its obligations under California Commercial Code 9-207. M&R was successful in obtaining summary judgment for our client.
- Conveyance-in-Lieu of Foreclosure: Represented mezzanine lender in negotiating and documenting a $14.4 million conveyance-in-lieu of foreclosure transaction, transferring to lender pledged membership interests in a multi-family residential development in Arizona.
- Deed-in-Lieu Transaction: M&R represented lender in negotiation and documentation of $100 million deed-in-lieu transaction of luxury condominium resort property. Coordinated, negotiated and documented settlement agreements with borrower, guarantors, contractors and adjoining land owner; coordinated matters regarding DRE compliance, title coverage issues regarding mechanics' lien coverage and stop notice claims: negotiated and documented amended and restated easement agreements; documented and implemented assignment of loan to affiliate and foreclosure by affiliated lender; negotiated and documented sales and marketing management agreement, brokerage agreements and termination of various service agreements.
- Loan Dispute: Successfully represented a bank in a dispute over a $13 million real property loan made to a limited partnership in which their guarantor argued our client caused over $50 million in losses by wrongly defaulting them. Following arbitration, the court found in favor of our client, awarding the full amount sought.
- Participation Agreement: M&R represented a participant lender in a $105 million construction loan on a multifamily development in Newport Beach. The expedited loan was closed less than one week after the participants were identified and committed to the transaction.
- Real Estate Finance: A large regional bank financed a sizeable hotel and condominium project in Northern California. After the collapse of the California real estate market, the project stalled and the defendant borrower failed to repay the amounts borrowed. Despite the filing of bankruptcy by the borrower, related entities, and individuals, the defendant pursued lender liability claims against the bank. On behalf of the bank, M&R successfully prosecuted its claims against the borrower and other defendants, foreclosed and liquidated the real property that secured the loan, and settled all outstanding claims.
- November 4, 2016
- May 18, 2016
- April 30, 2014
- Appellate DecisionFebruary 11, 2014
- February 8, 2013
- Michelman & Robinson Paves the Way: Firm Client Shadow Pines Can Now Proceed With Planned Residential DevelopmentMarch 24, 2011
- Inside Counsel, July 6, 2016
- Mortgage Banking Magazine, April 2015
- Bloomberg BNA, August 28, 2014
- What Depth of Responsibility Do Creditors and Lenders Have to Maintain the Value of Collateral in Their Possession?The Banking Law Journal, June 2013
- Law360, March 11, 2013
- Law360, August 14, 2012
- National Law Journal, November 17, 2008
- Brexit: The Knowns and The Known Unknowns August 15, 2016
- Consumer Agency Proposal Would Expose Banks to More Class Action Lawsuits May 9, 2016
- Islamic Finance News (IFN) US Forum 2017New York, NY, October 19, 2017
- National American Culinary Federation ConventionThe Cosmopolitan Hotel, Las Vegas, NV, July 23, 2013
- Risk Management Systems for Mutual FundsU.S. Bancorp SeminarApril 19, 2012
- Distressed AssetsLee & Associates Annual SymposiumOctober 4, 2011
- Guaranties, One Form of Action Rule and Lender ProtectionsFirst American Title Insurance CompanyMay 11, 2011
- The Exchange: Board Oversight of Investment RiskWebinarDecember 8, 2009
- The Lehman Bankruptcy and Investment CompaniesCurrent Legal and Ethical Issues for Counsel to Investment Companies and AdvisorsNew York, NY, May 13, 2009
- 2009 Survival Guide for Investment Executives- Navigating the World's Biggest MinefieldPNC Global Investment WebinarFebruary 11, 2009
- Responsible Property InvestingAmerican Conference InstituteNew York, NY, February 27, 2008
- Equity Funds and REITs Perspectives-Unlocking the Growth Potential of Sustainable and Energy Efficient Real EstateThe Green Building Finance & Investment ForumSan Francisco, CA, February 20, 2008
- Legal Issues and Trends in the Hedge Fund ComplianceThe Hedge Fund Roundtable: Global Association of Risk ProfessionalsNew York, NY, September 21, 2006