LEGAL SERVICES PROFILE FOR FINANCIAL INSTITUTIONS

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1 LEGAL SERVICES PROFILE FOR FINANCIAL INSTITUTIONS Atlanta Miami Orlando St. Petersburg Tallahassee Tampa West Palm Beach ADVERTISEMENT

2 CARLTON FIELDS ABOUT OUR FIRM There is no substitute for personalized client service backed by knowledge, experience, and personal commitment. Our long-standing relationships with clients are grounded in mutual trust and an understanding of each client s needs and goals. There is a unique spirit at work at Carlton Fields, a collective can do attitude that empowers every member of Carlton Fields shareholders, government consultants, associates, and professional staff alike to go well beyond the expected in meeting the needs of our clients. That spirit, coupled with an in-depth knowledge of the law, has given us a reputation as the law firm for results. We have represented a majority of the nation s Fortune 100 companies, and most of the law firms on the AmLaw 100 list have referred matters to our firm. Today, we have more than 300 lawyers and government consultants located in major business centers in Florida and in Atlanta, Georiga, and rank among the AmLaw 200 according to the 2010 survey of The American Lawyer. Our growth has not been at the expense of personalized, in-depth client service but because of it. FINANCIAL INSTITUTION SERVICES The business environment in which financial institutions operate continues to experience unprecedented challenges and change. Financial markets are increasingly competitive and the level of government regulation and regulatory scrutiny has grown exponentially. Carlton Fields is prepared to offer innovative counsel in this environment. The firm provides our industry-leading financial institution clients with comprehensive solutions that address formation, financing, and regulatory compliance; business operations; acquisition transactions; and securities and corporate law. Our attorneys provide services to all types of financial institutions, including state and national community banks. Their combined experience provides practical knowledge of this complex industry and an understanding that allows us to effectively serve our clients. 1

3 BUSINESS OPERATIONS COMMERCIAL LENDING AND LEASING Our lawyers represent domestic and international financial institutions, helping them document, negotiate, and close real estate and other asset-based forms of commercial lending transactions. We handle commercial real estate matters, including syndicated loan facilities, loan participations, mezzanine financing, and complex business and corporate loan transactions. We routinely assist with loan and leasing work for commercial real estate projects, including office towers, shopping centers, hospitals and other medical and professional buildings, industrial warehouses, condominiums and planned unit developments, and apartment and mixed-use projects. DISTRESSED ASSETS Carlton Fields clients are served by an interdisciplinary group of attorneys who possess legal acumen in creditors rights, insolvency, reorganization, and commercial litigation. We have handled real estate financing, litigation, and bankruptcy matters throughout several real estate cycles, providing our clients with the benefit of historical perspective. Our representation begins with a thorough review of the debt relationship and any special characteristics of the collateral, including analyses of credit and litigation risk and potential environmental and land use problems, from which we develop a timely and cost effective strategy. Our tax lawyers offer advice to lenders who are negotiating with borrowers regarding distressed properties, including counsel on the potentially significant and adverse income tax consequences that arise when distressed properties are abandoned by borrowers. When collateral has environmental problems, our environmental partners provide advice regarding costeffective solutions for managing environmental risk, including options for regulatory closure using risk based corrective action, environmental insurance or other creative solutions. CONSTRUCTION Carlton Fields is well versed in the construction arena as we generally represent developers, contractors, subcontractors, condominium associations, design professionals, insurers, and sureties in transactional work, arbitrations, and litigation. On behalf of financial institutions, we assist in dealing with project completions, construction defects, lender liability to contractors and the drafting of loan documents that ensure both the successful construction of projects and limit the lenders exposure to liens, defaults, and other third party claims. 2

4 WORKOUTS, RESTRUCTURING, AND INSOLVENCY We represent commercial lenders, creditors committees, Chapter 11 and Chapter 7 federal bankruptcy trustees, court-appointed receivers, equity holders, indenture trustees, bondholders, reorganization plan proponents, and purchasers of assets of bankruptcy estates. LITIGATION On behalf of our financial institution clients, our team defends a wide variety of matters, including D&O liability claims, securities claims, and claims by trustees and receivers to recover funds from financial institutions. Additionally, we prosecute claims against accountants, appraisers, attorneys, and other professionals for malpractice in connection with loans and other financial transactions. In every matter we undertake, we explore suitable opportunities for early resolution through mediation, arbitration, or informal settlement. In cases that go to trial, our matters are staffed by trial lawyers who have extensive experience appearing before judges and juries across venues. EMPLOYMENT Carlton Fields represents management clients exclusively in all aspects of labor and employment law, defending cases before state and federal courts, and administrative bodies. We blend legal knowledge with an understanding of the varied businesses and industries within which our clients operate. Our advisory services encompass compliance with federal, state, and local employment laws. Additionally, we help our clients draft employee manuals, non-competition and severance agreements, and executive and other employment contracts. WHITE COLLAR REPRESENTATION AND INTERNAL INVESTIGATIONS Our practice encompasses white collar representation and civil cases involving allegations of criminal conduct. We defend clients during Grand Jury and other government investigations, counseling them before federal and state courts, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and other federal and state agencies. We also have extensive experience in business, tax, securities, and bank frauds; theft of trade secrets; money laundering; Medicare and Medicaid frauds; forfeiture matters; and immigration crimes. FINANCIAL INSTITUTION BOND COVERAGE Our attorneys investigate, provide coverage analysis, and, when necessary, litigate 3

5 claims by banks under the numerous insuring agreements of financial institution bonds. We also pursue claims against those responsible for the bank s losses giving rise to such claims, including, when appropriate, claims against other financial institutions. Carlton Fields attorneys frequently write and speak on coverage and salvage aspects of these bond claims, and have held leadership positions in bar and other professional association committees devoted to this specialized type of coverage. FORMATION, FINANCING, AND REGULATORY COMPLIANCE FORMATION We assist our clients with the formation and commencement of de novo banks, the formation of bank holding companies, the establishment of new branch banking offices, and charter conversions. Our lawyers practice before all federal banking regulators and those of numerous states. We help institutions to select the optimal organizational structure; establish required corporate governance guidelines, procedures, and committees; and set up all necessary corporate governance polices. FINANCING Our clients seek our counsel on capital raising and financing activities, including offerings to raise startup capital and to finance ongoing operations, expansion, and acquisitions. We represent clients in public and private offerings of equity and debt, trust preferred transactions, sales-leaseback arrangements, loan transactions, and other capital market transactions. OFFSHORE BANKING COMPLIANCE Carlton Fields represents taxpayers in all issues related to foreign bank accounts. Our team solves problems related to tax reporting obligations, and defends those under investigation or indictment for failure to report financial accounts and foreign entities. This includes seeking reduction of civil penalties and avoiding criminal prosecution through participation in the IRS voluntary disclosure program. REGULATORY COMPLIANCE We advise financial institutions regarding compliance with regulatory matters, including mergers and acquisitions, capital market transactions, joint ventures, governance, and commercial and banking transactions. We provide counsel on complex legal issues, structure transactions, create and implement sophisticated compliance programs, and help manage risk in today s unsettled regulatory climate. 4

6 TRUST & FIDUCIARY COMPLIANCE We have represented scores of trustees, executors, administrators, guardians, and conservators, advising on compliance, liability and prevention issues. We advise on all aspects of estate and trust administration, asset management, and accounting and tax issues. We have a deep understanding of the responsibilities and complexities of the fiduciary role. We also represent both individuals and trust departments of financial institutions that serve as fiduciaries. When fiduciary issues arise in a litigation or pre-litigation context, our transactional and litigation attorneys work closely together to ensure a coordinated representation. DATA SECURITY/CLOUD COMPUTING As regulatory bodies increasingly focus on privacy and data security concerns, information technology departments and vendors are relying more heavily on cloud computing to control IT spending and simplify infrastructure management. Compliance with the regulatory requirements, however, is often hindered by the loss of control that typically occurs when using cloud computing solutions. As a result, to ensure that regulatory requirements are not inadvertently jeopardized, special care is required when attempting to realize the benefits of cloud computing. These issues are especially acute for financial institutions because of the valuable and confidential nature of the information they process, and their regulatory and statutory commitments to safeguard financial and personal identifying information. Our attorneys provide assistance that enables financial institutions to take advantage of cloud computing solutions cost savings, while ensuring that vendor contracts address these important compliance and data privacy issues. DATA PRIVACY/DATA BREACH Carlton Fields is uniquely positioned to provide compliance assistance regarding the privacy and security of individually identifiable data. Our attorneys are very knowledgeable regarding federal and state privacy laws (e.g., Gramm-Leach-Bliley, HIPAA), as well as the privacy and security standards used in various industries. We help clients implement policies and procedures that comply with the requirements of state and federal privacy and/or security laws. For example, our attorneys have assisted clients with the implementation of company-wide privacy and security policies concerning the protection of sensitive data such as patient information, as well as facilitated programs and modules to train company employees on these policies. 5

7 Our attorneys assist clients that have experienced a data breach due to a theft (e.g., stolen laptops and servers) or an accident (e.g., natural disasters, lost backup tapes). Importantly, the majority of the laws in this area have strict response times, so once a data breach has occurred an organization must respond promptly. Our representation includes: analysis of data breach notification laws throughout the United States; preparation of notice letters and media notices of data breach; preparation of identify theft Frequently Asked Questions for use in advising individuals whose information was breached; and assistance in compliance with state and federal self-reporting requirements. We also provide risk assessment and management advice in an effort to reduce the likelihood of future data breaches. LOBBYING Carlton Fields lobbying and government affairs professionals represent financial institutions on executive and legislative issues such as amendments to substantive law, appropriation, administrative and regulatory proceedings, and political action. We possess an insider s understanding of government at all levels, including state, county, municipal, and regional agencies and authorities, and maintain an extensive network of personal and professional relationships with key officials within these organizations. ACQUISITION TRANSACTIONS, SECURITIES LAW, AND CORPORATE LAW CORPORATE GOVERNANCE We advise on corporate governance and banking law requirements, and serve as special counsel to boards and board committees in matters requiring independent counsel. Carlton Fields represents boards of directors facing potential regulatory takeover. We assist them in understanding their statutory and regulatory responsibilities, and ensure that they take the steps needed to demonstrate compliance in the event of any post-takeover suits against them. DIRECTORS & OFFICERS LIABILITY Carlton Fields has significant experience handling the defense and prosecution of claims against directors and officers for breach of duty and other alleged errors and omissions. Our lawyers frequently represent bank directors and officers in investigations and litigation commenced by the FDIC, as well as in litigation brought by private parties. We work with clients and their risk managers and brokers to negotiate new and renewal D&O policies. We routinely represent D&O policyholders in disputes with their insurance companies in which they seek indemnity. 6

8 MERGERS, ACQUISITIONS, AND OTHER EXTRAORDINARY TRANSACTIONS We represent financial institutions in every type of merger or acquisition transaction, including cash-only transactions, exchange and tender offers, and branch/deposit purchases or sales. Our attorneys represent interested parties in the purchase/sale of financial institutions; we have prepared and negotiated merger agreements, securities purchase agreements, purchase and assumption agreements, and other similar asset acquisition or sales agreements. SECURITIES Carlton Fields assists financial institutions with business organization, corporate finance matters, and compliance with regulations of the U.S. Securities and Exchange Commission, state securities commissioners, and other regulators. We represent these clients in both private placement and public offerings. Our lawyers handle initial and secondary public offerings from both the issuer s and the underwriter s perspective, employing our extensive knowledge of SEC regulations, banking agency regulations, blue sky laws, and stock exchange and FINRA rules. Following the public offering of securities, we also help financial institutions comply with continuing reporting and disclosure obligations under relevant securities laws and the rules of the applicable stock exchange or NASDAQ. We work with our publicly traded clients to prepare, as appropriate: (a) corporate governance guidelines and procedures that satisfy good corporate practices and comply with the Sarbanes-Oxley Act of 2002, and the rules and regulations of the SEC and the SROs, including the charters for the audit, compensation, and corporate governance committees; (b) codes of conduct and ethics, whistleblower polices, and shareholder communication procedures; and (c) policies that satisfy our clients obligations under federal securities laws, including insider trading policies, section 16 compliance programs, regulation FD policies, and Rule 144 compliance procedures. Our firm also has an extensive securities litigation and enforcement practice. We commonly represent banks, investment banks, securities broker-dealers, and investment advisors in securities class actions and shareholder derivative actions, as well as in significant individual claims involving our clients securities activities. Our lawyers have significant experience representing financial institution clients in investigations conducted by the SEC and other securities regulators, as well as in internal investigations relating to their banking and securities activities. 7

9 EMPLOYEE AND DIRECTOR PLANS We prepare employee and director stock option and related plans involving derivative securities, obtain the necessary board and shareholder approvals to implement these plans, and, for our publicly traded clients, register with the SEC the underlying securities to be issued under such plans and, as applicable, register the plan itself. These employee and director plans include traditional stock options (incentive and non-qualified), stock appreciation rights, restricted stock grants, performance based awards, and other incentive compensation based derivative securities. We also assist and negotiate employment agreements with senior management. OTHER EXTRAORDINARY CORPORATE TRANSACTIONS We represent financial institutions in many other transactions, such as shareholder dividend reinvestment plans, stock splits or dividends, recapitalizations, going-private transactions, management buyouts, stockholder rights plans (so-called poison pill plans) and other stockholder devices intended to protect against unwanted coercive hostile takeover attempts, and indemnification agreements with management and directors. 8

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