Banking & Financial Services
Industry experience that delivers results
The lawyers at Jeffer Mangels Butler & Mitchell LLP (JMBM) understand the business of banking, the complexities of commercial finance, and the importance of creditors' rights. More than 30 lawyers comprise JMBM's Banking & Financial Services Group and their extensive experience in corporate finance, commercial and real estate lending, litigation, restructuring and bankruptcy deliver to clients the lessons learned from thousands of financial transactions and matters, representing billions of dollars.
We serve some of the largest integrated global financial institutions, as well as domestic commercial banks and regional and local community banks. Our banking clients draw upon the diversity and depth provided by a full-service law firm.
JMBM's lawyers are familiar with banking and financial transactions in a variety of industries, including:
- Commercial real estate: retail, office, industrial, land, and mixed-use development
- Hospitality: hotels, resorts, restaurants, golf courses, timeshare properties, entertainment complexes
- Multifamily properties and residential communities
- Film and entertainment
- Agribusiness: dairies, processors, nurseries
- Motor vehicle manufacturers and distributors
- Internet and e-commerce
- Equipment leasing
- Mining, construction and building materials
- Beverage alcohol, breweries, wineries
Commercial, Corporate and Real Estate Finance
- Purchases and sales of businesses, including mergers
- Commercial and real estate secured, and securitized financing
- Asset-based lending
- Sales and purchases of loan and lease portfolios
- Construction finance
- Project finance
- Mezzanine debt
- Note sales
- Loan participations
- Preferred equity
- A/B note structures
- Counsel to directors and creditors' committees
Equipment Leasing and Financing
JMBM represents lessors and lessees, banks, other lenders, intermediaries, and equipment managers in a broad range of equipment leasing and financing transactions, for both domestic and international clients, across a range of assets including transportation equipment, intermodal shipping containers, trucks, chassis, construction, energy, railroad rolling stock, healthcare, telecommunications, and technological equipment. In addition to advising on the structuring and documentation of the transaction, including Sharia compliance, JMBM attorneys are well-known for equipment recovery, UCC Article 9 sales, workouts, restructurings, and bankruptcy. Representative types of transactions include:
- Operating leases
- Capital and finance leases
- Synthetic leases
- Single investor leases
- Leveraged leases
- Sale leasebacks
- Equipment portfolio acquisitions and dispositions
- Equipment management transactions
- Lease terminations
- Bankruptcy, workouts and restructurings
Distressed Assets and Real Estate
JMBM's lawyers act quickly to increase cash flow and preserve the value of the distressed asset, and know how to position our clients for the best possible outcome. We have handled note acquisitions, bankruptcy sales, completion and sale of distressed condominium projects, office buildings and hotels. We have experience with a full range of loans in a restructuring, workout or bankruptcy context. JMBM's lawyers have deep experience in dealing with troubled assets when they are "special" assets.
View a list of representative distressed assets and real estate matters that we have helped our clients to resolve.
Bankruptcy, Insolvency and Restructuring
JMBM's bankruptcy attorneys are well known to the courts, counsel and experts in this tightly woven legal community. Our Bankruptcy Group is recognized by U.S. News & World Report / Best Law Firms® with a Metropolitan First-Tier Ranking (San Francisco) for Bankruptcy Litigation, Bankruptcy and Creditor Rights/Insolvency and Reorganization Law. Whether a deal is in the process of being put together or is in danger of falling apart, JMBM's insolvency team is ready at a moment's notice.
- Receiverships, workouts, restructures, bankruptcy and foreclosures
- Pre-petition planning
- Buying and selling assets in bankruptcy
- Forensic investigations involving financial fraud, money laundering and embezzlement
- Preferences and fraudulent transfer actions
- Relief from automatic stay
- Judicial foreclosure sales
- Restructuring distressed real estate loans
- Out-of-court workouts: restructuring real estate loans, commercial loans and investments
- Maximizing relief in bankruptcy court:
- Buying and selling assets in Bankruptcy Court
- Intellectual property sales and licenses
- Executory contracts
- Evaluating the bankruptcy implications of business and real estate transactions
- Leases in bankruptcy
- Relief from the automatic stay
- Negotiating, preparing and confirming plans of reorganization
- Negotiating, preparing and confirming creditors' plans in Chapter 11 cases
- Cash collateral orders for debtors and creditors
- Debtor-in-possession financing for debtors and creditors
- Preference actions
- Fraudulent transfer actions
- Proofs of claim; objections to claims
- Trustees; creditors' committees; estate administrators
When litigation is the best strategy for achieving your goal, we have a seasoned team of trial lawyers who know the ropes.
We have achieved numerous successes for clients when litigating in Federal, State and Bankruptcy Courts and in arbitrations. We specialize in defending financial institutions against class actions, but we are equally effective at prosecuting collection, receivership and foreclosure actions on behalf of financial institutions and defending actions for lender liability, mortgage fraud and consumer fraud. We are adept at analyzing large volumes of financial data and identifying critical issues. We have prosecuted or defended almost every type of action involving financial institutions including:
- Prosecution of collection actions including prejudgment remedies of attachment, possession and receiverships
- Defense of securities fraud and consumer fraud class actions, including claims for unfair competition
- Mortgage related issues including defense of allegations of fraud and negligent underwriting
- Lender liability defense
- Defense of fraud and misrepresentation actions, including inaccurate disclosure of financial information
- Protection of intellectual property rights, including trade secrets
- Defense of employment related claims for discrimination, wrongful termination, and wage and hour cases
- Environmental and land use issues in connection with REO properties
- Prosecuting and defending actions for fraudulent transfers
Arbitration and Mediation Services
Clients and lawyers alike are frustrated by the significant delays and backlogs in courts throughout California and nationwide. Mediation and arbitration can provide a quicker result, but financial institutions can be reluctant to risk their time, money and fate with neutrals who do not have the specialized experience required to fully understand complex financial disputes. This is why some of JMBM's veteran banking and finance attorneys are active participants, as neutrals, in 9019 BAM!, a private arbitration and mediation service for resolving complex bankruptcy and commercial disputes. For more information about the benefits of this service, visit 9019BAM.com.
Americans with Disabilities Act (ADA) Representation
JMBM represents the nation's leading financial institutions and regional banks in a full range of ADA compliance matters and in litigation defense, including Department of Justice investigations, architectural barrier removal, ATM machine accessibility requirements, "cyberaccessibility" concerning websites and online banking, and policies and procedures for serving disabled customers. Our ADA group has counseled many clients and defended more than 400 ADA cases in Federal and State court and Department of Justice compliance proceedings.
Real Estate and Land Use
- Purchase and sale transactions
- Leasing issues including headquarters leases, ground leases and leases in the context of a merger, company roll-outs and roll-backs
- Real estate loan foreclosure issues
- Fair market rental arbitration
- Tenant passthroughs, common area charges
- Real estate litigation
JMBM's Intellectual Property Group handles patents, trademarks, copyrights, domain names, trade dress and related licensing and litigation. Our intellectual property lawyers provide due diligence on IP assets within the context of a loan or a restructure.
Trust Administration and Litigation
JMBM's Trusts & Estates Group is one of the most active in California. We represent trustees, estate executors and administrators in both probate proceedings and trust and estate administration. We advise trustees in a wide range of matters and issues including:
- Allocation of assets among trusts
- Preparation of Form 706
- Distributions to beneficiaries
- Resolution of estate tax disputes
- Principal and Income Act
- Accountings to beneficiaries
- Modification of irrevocable trusts
- Interpretation of trust provisions
- Environmental issues
- Determining community and separate property
- Trustee removal
- Settlement of claims against trustees
- Trustee compensation
We also offer extensive expertise and experience in trust litigation and dispute resolution. Most disputes are resolved without litigation through negotiated settlements; however, when necessary, we have a formidable litigation capacity.
- Claims for breach of fiduciary duty and duty of loyalty
- Investment claims
- Beneficiary disputes, contested heirship, pretermitted and adopted heirs
- Charitable pledge disputes
- Disputed creditor claims
- Judicial construction and modification of wills and trusts
- Will and trust contests, will and trust validity
- Capacity, undue influence, elder abuse, contested powers of attorney
- Contested accountings and fraudulent transfers
- Partition actions, spousal right of election
- Wrongful death recovery
- Conservatorships and guardianship
Our labor and employment lawyers counsel employers on workplace issues with an emphasis on reductions in force, discrimination, harassment, and wage and hour disputes as well as trade secrets and unfair competition matters. We work with employers to establish policies that reduce job-related lawsuits and address problems in the workplace. When litigation is necessary, we are aggressive and effective advocates. Our team has handled hundreds of trials and arbitrations before Federal and State courts and arbitrators and routinely represent clients before the full range of administrative agencies.
Commitment to Advocacy
JMBM is at the forefront in representing banks in complex financing deals, troublesome enforcement proceedings, and critical litigation. We can help you solve your problems, take advantage of opportunities, and get your deals done right. When you need the experience that comes from thousands of deals representing billions of dollars -- and a nimble, cost-effective legal team -- please call on us.
- JMBM successfully defends a lender against a borrower/guarantor seeking to set aside guarantees and deeds of trust on real property securing commercial loans JMBM successfully defended a lender after a week-long trial against a borrower/guarantor seeking to set aside guarantees and deeds of trust on real property securing commercial loans based upon allegations of fraud and mutual mistake. The lender was represented by Joseph N. Demko and Richard A. Rogan.
- For ORIX Capital Markets, LLC: JMBM successfully confirmed a Creditor's Plan of Reorganization and defeated Debtor's Plan of Reorganization in a Chapter 11 case filed by a hotel located in the Monterey Peninsula JMBM represented ORIX Capital Markets, LLC in confirming a Creditor's Plan of Reorganization and defeating the Debtor's Plan of Reorganization in a Chapter 11 case filed by a hotel located in the Monterey Peninsula so that a liquidating agent could be appointed to sell the hotel at an auction sale. Robert B. Kaplan and Joseph […]
- JMBM Distressed Dealer Task Force JMBM has drawn on its broad expertise representing motor vehicle manufacturers, secured lenders and real estate investors to create the JMBM Distressed Dealer Task Force. JMBM recognized the need for the Task Force after several partners were asked to represent clients' financial interests that were put at risk by failing vehicle, farm implement and marine […]
- Representative List of Distressed Assets and Real Estate Matters JMBM's Distressed Assets and Real Estate Group comprises a team of experienced finance, real estate, bankruptcy, tax and land use lawyers. Whether it is a solution to a problem or the response to an opportunity, we mobilize quickly to address the complex issues surrounding distressed real estate and other assets. To position our clients for […]
- JMBM assists CMR Mortgage Fund LLC in closing a nearly $100 million loan to out-of-possession debtor in a Chapter 7 bankruptcy On behalf of its client, CMR Mortgage Fund, LLC (CMR), of San Francisco, California, Jeffer, Mangels, Butler & Marmaro LLP (JMBM), a California full-service law firm with expertise in complex real estate sales, financings, work-outs, and bankruptcies, has closed a nearly $100 million loan to Halekua Development Corporation (Halekua), an out-of-possession debtor in a Chapter […]
- Judgment upheld for Phoenix American Incorporated: JMBM achieved success in a two-week trial involving claims of successor-in-interest JMBM represented Phoenix American Incorporated in a two-week trial obtaining a declaratory judgment that it was not the successor-in-interest to an acquired company and therefore was not liable for the company's debts; successfully defended the cross-complaint that claimed the transfer of assets from the acquired company was a fraudulent transfer and that Phoenix American Incorporated […]
- Getting Results - JMBM closed $258 million in loans and financing for hotel and condo complex Our attorneys negotiated, documented and closed a $258 million construction loan and mezzanine financing transactions for the development and construction of a major hotel and condominium complex and related facilities in Hollywood, California.
- Getting Results - JMBM is lead land use counsel for foreclosed large community developments On behalf of the lender, JMBM is lead land use counsel involved in preserving, enhancing and protecting the land use entitlements and regulatory approvals for a number of large master planned community development projects that have gone through foreclosure.
- Getting Results - JMBM confirmed a creditor plan which transferred assets to our creditor client Recently, JMBM's lawyers brought a timely end to a disputed loan by filing and confirming a creditor plan that resulted in transfer of the asset to our creditor client.
- Getting Results - JMBM performs ADA audits for major national and regional banks JMBM has performed system-wide ADA audits for large national banks and regional banks. We advise major lenders regarding procedures and polices for cyberaccessibility issues, and pre- and post-foreclosure accessibility compliance.
- Getting Results - JMBM managed portfolio of commercial properties for a major domestic bank For a major domestic bank, JMBM attorneys managed a portfolio of properties including leasing, CAM audits, and lease administration for commercial properties and shopping centers.
- Getting Results - JMBM successfully facilitated sale of Sheraton Hotel in receivership JMBM facilitated the sale of the Sheraton Universal Hotel to Shenzhen New World Group Co. and structured the sale so that the 20-story, 451-room hotel could be conveyed while the hotel was in receivership. All parties were involved in this industry success story, which included recovering on the debt.
- Banking & Financial Services Policy Report: Volume 34 Number 4, "Commercial Loan Workouts: 10 Points to Consider in Developing a Workout Strategy" April 2015 Richard Rogan's article "Commercial Loan Workouts: 10 Points to Consider in Developing a Workout Strategy" was published in Volume 34 Number 4 of the Banking & Financial Services Policy Report published by Wolters Kluwer Law and Business.
- Can a Plan of Reorganization Separately Classify a Claim That Is Personally Guaranteed? Recently, we've been seeing debtors try to confirm cram down plans of reorganization that are unfavorable to the secured creditor by "gerrymandering" the class of unsecured claims. The typical situation finds the secured creditor holding an undersecured loan. Under Section 506(a) of the Bankruptcy Code, the secured creditor's claim is automatically bifurcated into a secured […]
- Double Bogie: Bank's Security Interest in Green Fees Cut Off by Club's Bankruptcy A good workout professional also knows how to help the Bank make loans that are properly structured. Many of the "sad" stories we have recently experienced were the result of a huge decrease in property values, but several arose out of mistakes made in underwriting and structuring loans. Well-run institutions are taking care to be […]
- Must an Assignee for the Benefit of Creditors Give Notice to Creditors Before Selling the Assignor's Assets? Assignments for the benefit of creditors are a terrific tool to facilitate the liquidation of assets of a failing enterprise. In this article, my partner, Ben Young, explains why a recent opinion from the California Fourth District Court of Appeal missed the point and why ABCs remain a powerful tool available to get the bank […]
- Foreclosing on an Assisted Living Facility: What is the lender's role? Who is responsible for patients? As we all know, there are business cycles that affect certain industries. When the going is good, lenders are lining up to make loans, and borrowers are not as picky as one might hope in taking on debt. When the worm turns, however, borrowers often find themselves in financial distress, right along with their competitors. […]
- Bankruptcy lawyers in the limelight? Quick! Name a celebrity bankruptcy lawyer! Drawing a blank? That's because bankruptcy lawyers try hard to keep their clients out of the glare of publicity, and rarely comment on their clients' matters. So, we were more than pleased when my partner, bankruptcy lawyer par excellence, Bob Kaplan, was featured in the recent Northern California Super […]
- Lenders Beware: Read your guaranty carefully for technicalities that could leave you unprotected Once again, my partner, Joe Demko, who handles much of our bank litigation, has a tip to pass along. This time, Joe warns about a drafting problem in a carve out from a "bad boy" guarantee. The essence of Joe's warning is that the person drafting loan documents must consider all possible outcomes of a […]
- The Dos and Don'ts of Lender Liability - SAMA Program in San Francisco As many of you may know, I was asked to help launch the Northern California chapter of the Special Assets Management Association (SAMA), and I currently serve on its Event Planning Committee. SAMA is hosting a luncheon program on "The Dos and Don'ts of Lender Liability" on March 1st at the Hyatt Regency in San […]
- JMBM Welcomes Insolvency Lawyer, Bennett G. Young Jeffer Mangels Butler & Mitchell LLP (JMBM) is pleased to announce that Ben Young has joined the firm as a partner in the Bankruptcy Department. With more than 30 years of experience in insolvency matters, Ben provides a full range of bankruptcy, insolvency and restructuring expertise to his clients. He handles debt and equity restructuring, […]
- It's as Easy as "ABC" -- Assignments for the Benefit of Creditors Assignments for the Benefit of Creditors are an often overlooked procedure for liquidating a company. A good way to understand ABCs is to think of them as an out of Court Chapter 7 case. Creditors both secured and unsecured and debtors turn to ABCs when a company (or its assets) need to be […]
- Don't Create A Liability When You Sell A Loan These days, many institutional lenders are selling non-performing loans to financial and strategic buyers. The concept is usually sound because the selling institution can recover at least the amount at which the loan is carried on its books, often together with out-of-pocket fees and costs. The idea is simple: Get the loan off the books […]
- Why It Is Important For A Lender To File A Proof Of Claim Unless you are a specialized lender who makes loans to debtors-in-possession, you do not make a loan with the expectation that your borrower is going to file bankruptcy. Although the number of bankruptcy filings in California and nationally is trending slightly lower, filings remain at higher than normal levels. Nearly every lender has received the […]
- SAMA Comes to Northern California A few years ago, the Special Assets Management Association (SAMA) was born in Southern California. SAMA is a member-driven non-profit organization dedicated exclusively to fostering the best practice in the workout arena through continuing education, mentoring, skill sharing and peer support. I hear from my partners and clients in Southern California that SAMA has been […]
- California Court Decision Threatens to End Receiver's Sales of Real Property In these times of declining property values, lenders are often faced with the prospect of taking back property that will prove to be difficult to manage as ORE. One time-honored means of administering these properties is to move for the appointment of a receiver and ask the Court to authorize the receiver to sell the […]
- When Your Borrower Files Bankruptcy - A 10-Point Checklist This past quarter end once again reminded us that the economy remains weak and borrowers who have managed to hang on for the past three or four years are running out of staying power. The topic again arose what to do when a borrower files bankruptcy? Faced with the prospect of throwing good money […]