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Banking, Finance, and Real Estate
The Firm's Banking, Finance, and Real Estate Department is highly efficient and streamlined. Richard M. Zelman is one the Firm's founding Directors and leads the Department. A graduate of Harvard Law School, Mr. Zelman has been practicing complex real estate and finance law for over 41 years, and frequently lectures at real estate conferences and seminars. For over a decade, Mr. Zelman has been an Adjunct Professor at the University of Miami Law School, teaching a course entitled: "Real Estate Planning." Mr. Zelman has served as the General Counsel and Chairman of Legal and Regulatory Affairs for the Florida International Bankers Association (FIBA) for 20 years, and also served as a Director of the Miami-Dade County International Trade Consortium for 9 years.
Based upon his experience as a litigator in commercial foreclosure and creditors' rights and bankruptcy matters for lenders, Mr. Hartman is also involved with documenting secured loan and letters of credit transactions.
Messrs. Zelman and Hartman are assisted by others at the Firm.
While representing a diverse sector of clients on real estate matters, the Firm frequently represents institutional mortgage lenders, national and regional financial institutions, individual investors and developers.
International and Domestic Banking
Attorneys at Sacher, Zelman, Hartman are recognized for their expertise in domestic and international banking, from transactional work to representing clients before state and federal regulators. We also provide financial institutions with sophisticated representation in litigation, workouts and debt restructuring.
Our attorneys have a substantial international banking practice and have initiated or contributed to the various legislative initiatives to promote South Florida to international banks. In 1977, members of the Firm helped draft the initial enabling legislation to open Florida to international banking. Today, we continue to assist international institutions in establishing agency offices, representative offices and Edge Act corporations in Miami.
Drawing from the Firm's expertise in corporate and securities law, we counsel international and domestic banks on strategic matters, such as bank acquisitions and capital infusion. Attorneys of the Firm have structured innovative financings such as a $100 million variable currency intermediate term capitalization and a $300 million syndicated bank facility to be used by municipalities for qualifying projects. Our banking representation also includes:
International Banking
- Bank acquisitions
- Regulatory representation before OCC, FDIC, RTC, Federal Reserve
- SEC, IRS, Department of Justice, and Florida Department of Banking
- Bank secrecy and financial privacy
- Establishing Edge Act corporation
- Establishing agencies and representative offices
Strategic Counsel
- Expansion through acquisition, merger and branching
- Capital infusion
- Securities offerings for use in capital formation
Loan Structuring, Negotiation and Documentation
- Asset-based loans
- Revolving credit facilities
- Commercial paper
- Bid rate auction term loans
- Floor plan financing
- Mezzanine and subordinated debt financing
- Leveraged buy-outs and other acquisition financing
- LESOP loans
- International lending and credit services
- Project finance, including credit enhancement
- Corporate trust, including representation of indenture trustees
Creditors Rights and Loan Workouts
- Representation of secured and
- unsecured lenders
- Bankruptcy workouts
- Lender liability litigation
- Foreclosures
Banking Operations
- Wire transfers
- Stop-payment orders
- Wrongful dishonor of checks
- Customer dispute and claims
- UCC Articles 3, 4 and 4A claims
Regulatory Matters
- Mergers, acquisitions, stock
- conversions and related transactions
- Federal and state regulatory
- compliance for banks, thrifts and holding companies
- Securities and reserve issues
- Truth-in-Lending
- Director responsibilities
- Community Reinvestment Act (CRA) compliance
Corporate/Securities
During its 25 years, the Firm has handled or assisted with all facets of corporate finance, including due diligence for public offerings, the private placement of debt and equity, mergers/acquisitions, and other matters for growing companies including patent and trademark, licensing, distribution arrangements and joint venture agreements, focusing on matters relating to corporate, finance, commercial lending, securities and contract law. Corporate expertise has ranged from counseling on issues relating to corporate governance, disclosure, internal controls (including Sarbanes-Oxley), change of control and management responsibilities to handling major transactions.
Representative Experience
- Successful foreclosures of such diverse commercial properties as office buildings, shopping centers, condominium buildings, office condominiums, apartment buildings, and the like for local and multi-state national and international banks, savings and loan associations, and leading national lenders such GECC, and Bank of America and its predecessors, and Edge Act Banks.
- Successful defense of letter of credit claims against national banks by the bank's customers and beneficiaries of the letters of credit.
- Review and/or drafting of provisions of loan documents to suggest needed changes to avoid defenses of borrowers and guarantors and to simplify foreclosure and collection proceedings if deemed necessary in the future.
- Exercise of self-help provisions in loan documents to husband and collect collateral securing loans without need for litigation.
- Successful defense of numerous lender liability claims.
- Successful appointment of receivers to oversee commercial properties securing loans.
- Advised national bank on questions pertaining to daily operations under UCC and banking laws.
- Successfully prosecuted and defended claims under letters of credit.
- Successful replevin and seizure of equipment and aircraft.
- Successful defense of garnishment actions.