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PRACTICE AREAS

Mergers and Acquisitions

Financial institution mergers carry with them a number of complications and pitfalls, many of which benefit from the involvement of attorneys in conjunction with management and other appropriate experts. In the constantly shifting regulatory landscape, a smooth merger process often requires that issues be identified and appropriately dealt with early in the process, whether at the Due Diligence, Letter of Intent, Merger Agreement, or Regulatory Application stage. Timelines for the merger process can be key to the basic business transaction (e.g., termination of vendor relationships, regulatory reporting periods, and accounting ramifications) but are often controlled by the regulatory environment, including FTC Premerger Filings, waiting periods for approvals, and timelines for member/shareholder votes. Forethought in negotiating employment arrangements can help avoid violation of requirements to disclose merger related compensation, as well as tax laws (e.g, IRC section 409A). The careful drafting of regulatory application forms can make the difference between an easy or painful regulatory approval. And above all, clear expectations up front about the process can help ease minds of directors and other stakeholders.

The industry leaders in credit union mergers for decades, SW&M is on the forefront of financial institution merger laws, regulations, and practice. SW&M has successfully represented clients in hundreds of federal to federal, federal to state, and state to federal mergers. SW&M’s expertise in numerous areas implicated by mergers also helps ensure an efficient and successful combination, with attorneys with expertise in intellectual property rights, personnel matters, executive compensation and merger related financial arrangements, data processing and related vendor agreements.

For more information about credit union mergers, see SW&M's Merger Manual.