Financial Transactions and Regulation

Every financial transaction carries risk.

For lenders, the risk is that loan documents fail to reflect the deal, collateral is not properly perfected, or a borrower encounters difficulty and the remedies on paper do not work in practice. For borrowers, the risk is that terms are unfavorable, obligations are unclear, or a lender’s regulatory environment creates constraints that affect the relationship mid-term. Sound legal counsel reduces those risks on both sides of the table.

Ward and Smith’s Financial Transactions and Regulation Practice Group represents lenders and borrowers across a wide range of financing transactions, from straightforward commercial loans to complex multi-party structured financings. Our attorneys draft and negotiate loan documents, advise on regulatory compliance, coordinate with other practice groups when a transaction touches real estate, intellectual property, agribusiness, health care, or business law, and help clients work through problems when a financial relationship encounters difficulty.

Both Sides of the Table

Our attorneys have extensive experience representing both lenders and borrowers. That dual perspective means we understand what each side needs from a transaction, where documentation commonly creates problems, and how to draft agreements that are balanced and practical rather than one-sided and litigated. We represent national and community banks, credit unions, government lending agencies, private equity lenders, and angel investors, as well as the full range of borrowers described below.

What We Do

Our work in a financing transaction typically includes reviewing or drafting commitment letters and term sheets, negotiating and preparing loan and security documents, conducting lien and title searches, coordinating closing requirements, and advising on post-closing compliance. For lenders, we also advise on regulatory requirements and examination readiness. For borrowers, we review and negotiate the terms of proposed financing, identify potential issues in loan documents before signing, and assist with workout negotiations when circumstances change.

When a transaction touches other areas of law, we draw on attorneys in the firm’s Agribusiness, Business, Community Associations, Dealer/Distributor and Franchising, Health Care, Intellectual Property, International, Nonprofit Organizations, Real Estate, Securities, Trusts and Estates, and other practice groups to provide coordinated advice without the cost and delay of outside referrals.

Experience Highlights

Below are representative examples of the parties and types of financing transactions in which we have extensive experience;

Lenders

National and state-chartered banks, savings and loan associations, and savings banks
Community and regional financial institutions, as well as those with a national presence
Federal, state, and local government agencies (USDA, SBA, etc.)
Venture capital and other private equity lenders
Angel investors
Sellers providing financing in leveraged buyouts

Borrowers

Real estate developers
Real estate investors
Agribusinesses
Software and hardware developers
Biomedical companies
Public and private utility companies
Non-profit entities
Owners and condominium associations
Hospitals
Private medical and other professional practices
Assisted-living facilities
Municipal corporations, counties, and public agencies
Radio and television stations
Restaurants
Hotels
Churches
Volunteer fire departments
Energy providers

Loan Types

Permanent loans and refinancing loans
Loans for working capital
Real estate development loans of all types
Construction loans of all types
Seller financing
Agricultural (agribusiness) loans
Government-sponsored financing (USDA, SBA, etc.)
Mezzanine financing
Bridge loans
Leveraged buyouts
Asset-based lines of credit

Collateral Pledged

Real estate
Equipment and vehicles (titled and untitled)
Inventory, contract rights, furniture, and fixtures
Intellectual property
Accounts receivable (including import and export accounts receivable)
Professional practice assets (medical, dental, veterinary, etc.)
Trust assets
Leasehold interests in real estate
Life insurance policies and annuities
Stock, limited liability company membership interests, and partnership interests
Growing crops, stored crops, agricultural equipment, and federal program payments
Livestock
Investment security/brokerage accounts (stocks, bonds, and mutual funds)
Savings accounts and certificates of deposit
Airplanes
Vessels and ship mortgages
Franchisee rights