DWT LLP | Practice Areas: Financial Institutions Legal Service Descriptions

Regulatory, Compliance & Operations:
DWT has represented the financial services industry before legislative bodies and regulatory agencies for more than 50 years. We have been deeply involved in the development of Idaho, Oregon and Washington consumer credit disclosure legislation and updates to their state banking codes. We frequently consult with state and federal agencies on behalf of financial services, including in connection with proposed legislation, regulatory examinations, enforcement actions, cease and desist proceedings, powers issues, management succession, capital directives, formations, reorganizations and mergers and acquisitions.

Corporate Governance:
The debate about corporate governance has reached a loud roar. It can be heard in boardrooms and meeting rooms around the world. Corporate scandals led to enactment of the Sarbanes-Oxley Act in 2002, the most important U.S. securities reform since the Great Depression. It has permanently changed the way public companies operate in the U.S. DWT lawyers have been advising companies on corporate governance issues for years, including issues of board composition, board and committee operation, director and officer compensation and fiduciary duties. Click here to see our Sarbanes-Oxley advisory bulletins.

Corporate Finance/Securities:
We advise financial services companies on a range of corporate finance and securities matters from stock offerings to and their holding companies concerning compliance with federal and state securities laws. We serve as general counsel to numerous public financial services companies.

Credit Card and Internet Payment Systems:
DWT represents one of the world's largest issuers on private label credit cards. This representation includes negotiating and documenting program agreements between the card issuer and the retailer as well as handling the purchase and sale of credit card portfolios. Facilitating use of credit cards and other payment systems over the Internet has been a principal focus of this practice in recent years. We also represent a major issuer of corporate bank cards.

DWT also represents merchants in card programs. For example, we have acted for a major Internet Service Provider in negotiating merchant agreements with several acquirers and issuers to permit online purchase of ISP subscriptions and other forms of eCommerce. We have assisted merchants on prepaid and stored-value products. We also represent an Internet payment system provider in connection with Money Transmitter Laws and other regulatory issues related to Internet financial services.

Credit Recovery & Litigation:
We handle a full range of loan restructurings and workouts, both in and outside of bankruptcy. In particular, we regularly counsel secured lenders in workout negotiations with, and bankruptcies of, large and mid-sized corporate borrowers. For example, we represent General Electric Capital Corporation throughout the United States on bankruptcy and commercial law matters. We are also Bank of America's primary bankruptcy counsel in the Pacific Northwest. Our lawyers have also had substantial experience negotiating with the federal bank regulatory agencies and their lawyers on behalf of our lending clients.

Visit DWT's Credit Recovery website
visit DWT's Litigation website

Employer Services
Employment, benefits and immigration laws are changing daily. We have the experience and knowledge to answer your questions and solve your problems. We handle a full range of director, officer and employee benefits issues, including designing and preparing 401(k) plans, employee stock ownership plans, executive deferred compensation plans and supplemental executive retirement plans, providing advice regarding ERISA compliance, ERISA fiduciary obligations, and all types of employee benefit plans, including group medical plans and cafeteria plans. Click here to learn more about our benefits practice. We regularly prepare and advise boards and executives on executive employment and severance agreements, compensation issues, management succession plans and employee terminations and handle a broad range of employment litigation matters. Click here to learn more about our employment legal services.

DWT immigration lawyers and paralegals—many of whom are bilingual—have been advising clients in financial services on a wide variety of immigration matters for over 20 years. We work closely with our clients to develop effective immigration strategies that relate to the specific needs of their businesses, such as hiring foreign workers, mergers and acquisitions, layoffs, and corporate restructuring. We also advise clients on immigration compliance issues, such as completing and maintaining I-9 employment verification forms, maintaining H-1B public access files, avoiding unauthorized employment of illegal aliens, and dealing with foreign workers who have overstayed their visas or otherwise become "out of status." To learn more about our immigration practice, click here.

Visit DWT's Employee Benefits website
visit DWT's Employment Law website
visit DWT's Immigration Law website

Environmental:
DWT lawyers have broad experience in counseling lender clients on environmental liability risk associated with loans secured by real estate. We have supervised consultants performing level 1 and 2 environmental site assessments, analyzed environmental reports prepared by other parties to the transaction, and reviewed and drafted environmental indemnification and related agreements. Where the security for the loan is bare ground, we have arranged for wetlands delineations to ensure that the property may be developed. Where agricultural property is involved, we have conducted water rights audits to confirm that the land may continue to be farmed. Where the borrower will be engaged in industrial activities, we have negotiated ongoing environmental compliance auditing regimens to protect against costly enforcement actions that could present a credit risk. In almost every loan in which environmental problems are identified, we have found a way for the deal to be consummated while protecting the lender, even where the bank's internal environmental review staff have recommended against it.

Visit DWT's Environmental website

Intellectual Property:
Lawyers in our intellectual property group offer the expertise and practical experience to address all aspects of intellectual property important to financial services companies, from due diligence analysis and acquisition of rights, through ongoing licensing and maintenance of intellectual property portfolios — both domestic and international — to creation, perfection and enforcement of security interests, and litigation in all areas as needed. Our experience covers the full range of patent, trademark, copyright and other proprietary rights, with practical backgrounds in many IP industries as diverse as biotechnology, computers, entertainment and publishing.

Visit DWT's Intellectual Property website

International Law:
Davis Wright Tremaine frequently advises American and foreign companies on a wide variety of legal matters relating to international business transactions. Our International Law practice, with a presence in each of our U.S. offices, includes attorneys and other professional staff who expertly speak, read and write Japanese, Chinese, Korean, Spanish, French, German and Russian.
We handle a wide range of legal issues including the establishment of branches and subsidiaries, the formation of international joint ventures, foreign investment in U.S. real estate, international financing, international trade, maritime law, international tax, technology transfers, immigration, transnational litigation, and other related matters.

Internet & eCommerce:
By drawing on years of experience creating solutions for Microsoft, MSNBC, Intel, AT&T Wireless, NEXTLINK, HBO, CNN and other companies that are part of the new economy, Davis Wright Tremaine delivers state-of-the-art legal counsel to clients on the cutting edge of eBusiness. Clients of our Internet and eCommerce Group range from the biggest corporations to the smallest start-ups. Our services encompass all the issues surrounding the "commerce" side of eCommerce; developing your web presence; protecting domain name rights; licensing online content; making the most of your intellectual capital; acquiring mission-critical technology; reviewing content for potential liabilities; litigation, of course; and much more.

Lending:
Over the past several years, we have acted as lead counsel for bank syndicates in a majority of the major credit transactions documented in the Pacific Northwest. In these credit transactions, we have represented all the major domestic banks headquartered in Oregon, Washington and Alaska including Bank of America, U.S. Bank and Key Bank and have also acted as counsel for the Los Angeles, Seattle and Portland offices of numerous Chinese, Japanese, Canadian and European banks.

Major credit transactions our lawyers have handled include construction lending for commercial, manufacturing and health care facilities, unsecured and secured revolving facilities, secured term loans, real estate financing, leveraged ESOP transactions, commercial aircraft and vessel financing, equipment leasing transactions, franchise financings, asset securitizations, credit card receivable purchase transactions, motion picture finance, gaming and tribal lending, commercial paper issuance facilities, letter of credit support for bonds and other debt instruments and leveraged buyout financings.

Litigation:
Representation of financial services companies in litigation is a key part of the firm’s litigation practice. We have been involved in the entire range of disputes, from the enforcement of loan documents to major securities litigation. An area of increasing importance to financial services companies is the prevention and defense of “lender liability” counterclaims in collection actions. We have developed substantial pretrial and trial experience in defending against a wide range of lender liability claims. We regularly handle personal and real property foreclosures throughout the western United States and vessel seizures and foreclosures both inside the United States and throughout the Pacific Region. We also have extensive experience in representing commercial banks in litigation arising from their role as trustee of both corporate and personal trusts.

M&A and Other Corporate Transactions:
Our Financial Services M&A lawyers routinely handle purchase, sale and merger deals for both public and private financial services companies, representing billions of dollars worth of transactions annually. We are unique because of the substantial number of our M&A lawyers who, either as entrepreneurs or corporate managers, have bought, sold or merged their own companies before pursuing their current legal careers. We also handle a broad array of other corporate transactions for financial services companies, including formations and structuring transactions, reorganizations, charter and mutual to stock conversions and strategic planning.

Municipal Finance:
DWT represents banks, financial services and bank leasing subsidiaries extensively on a variety of federal, state, and local finance transactions across the United States. These transactions include state and local tax-exempt leasing, fair market leasing to state and local governments, tax and revenue anticipation financing, federal leasing, conduit tax-exempt financing for small issue manufacturing projects and 501(c)(3) projects for health care and nonprofits, and traditional bond financing for state and local governments. DWT also represents banks as letter of credit counsel on a variety of state and local finance transactions, including variable rate multi-modal tax-exempt transactions.

Real Property:
DWT real estate and land use lawyers assist banks and other financial services companies with zoning and land use matters for new or expanding facilities, retail leasing (including ground leases) for bank branches and centers, site acquisition and development projects, office and ground leases for administrative uses, real estate asset acquisitions and dispositions and siting and leasing of ATM locations. Our lawyers also have extensive experience in handling the real estate aspects associated with mergers and acquisitions of financial services companies, including multi-state transactions and branch dispositions required for regulatory approval.

Software Distribution and Vendor Finance:
DWT is the principal outside counsel, on a worldwide basis, for the finance company subsidiary for a major software manufacturer. We assisted in the creation of several regional and worldwide credit programs to finance the distribution of software and "total solution" packages of software, hardware and services.

We regularly act for another finance company that creates sponsored vendor credit programs throughout the United States in a wide variety of industries, including consumer electronics, furniture, apparel, vehicles and health care.

Technology:
DWT provides industry-specific advice to clients in the software, computer and components, biotechnology, telecommunications, medical devices and health sciences industries.

Familiarity with industry practice is critical to advising technology clients who face particular challenges. We stay current on recent developments, participate in leading organizations, and speak at and attend seminars and conferences.

In fact, DWT and its lawyers are active members and founding sponsors of the Software Association of Oregon, the Washington Software and Digital Media Alliance, the MIT Enterprise Forum of the Northwest, the Oregon Enterprise Forum and the Washington Biotechnology and Biomedical Association. The firm also works closely with the American Electronics Association. Recognizing the need for CEO's to get together and share their experiences, DWT created and sponsors the CEO Roundtable.

Trusts & Estates:
DWT's Trusts and Estates lawyers have been advising financial services clients in connection with trust, estate, and other matters for many decades. We act as counsel for financial services that serve as trustees, personal representatives, and in other fiduciary capacities. We represent financial services in connection with income, estate, gift and generation-skipping transfer tax issues. We also represent financial services and other financial services companies in connection with creditor's claims, guarantees and other non-fiduciary interests that such clients have in estates, trusts and other entities.