Financial Services

Banking, Financial Institutions, and Financial Services

Rimon’s Banking and Financial Services team provides legal services to banks and other financial institutions. We also represent investment management firms. We counsel clients on commercial loan transactions, regulatory compliance, product development and design, structuring and management of investment funds, and implementation of trading strategies. Rimon also has the wherewithal to address broad subject areas crucial to our financial service clients: corporate law and securities, labor and employment, employee benefits, federal and international tax and treaties, and litigation relevant to banks and financial service transactions.

A Broad Menu of Services

We offer basic legal advice comprising several key areas: (i) negotiating, documenting and closing finance and lending arrangements, (ii) counseling clients on financial regulatory matters, fintech and retail banking and resolving regulatory matters, (iii) handling swap, investments funds, and other investment vehicles, and (iv) providing general executive suite services relating to corporate governance, information governance, privacy and data security, general contract law, federal and international tax, and labor and employee benefits.

Broad Client Experience

Our clients include international, national, and regional enterprises and local players.

Staffing

Our spherical organizational structure facilitates the client-focused delivery of legal services and avoids the bureaucracy of the traditional pyramid model still used by many law firms. We are committed to utilizing 21st- century best practices and partnering with our clients to deliver the full capabilities of appropriately-scaled legal teams. We field highly-skilled attorneys with decades of experience, who are committed to service to and communication with our clients.

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Negotiating, Documenting, and Closing Finance and Lending Arrangements

We have decades of experience in representing lenders — and borrowers — in many different financing arrangements:

Acquisition financing
Middle market loans, asset-based lending and syndications
Commercial real estate and resort financing
Aircraft finance and equipment leasing
Bilateral/multilateral development financing (both debt and equity) for both domestic and international projects
Real estate development and construction financing
Cross-border real estate financing transactions including hotel and resort development
Project finance sponsors and investors
Liquidity and cash management arrangements
Cross-border based financings including with Europe and the U.K.
International and emerging market transactions
Debtor-in-possession financing, restructurings, insolvencies, receiverships, liquidations, and other debt reorganization arrangements
ESOP loans
High yield market transactions and international trade finance
Letters of credit arrangements
Subordinated debt and mezzanine financing
Tax-exempt financing
Telecommunications finance
Growth equity financing
Working capital financing
Export credit guaranteed financing

Financial Regulatory Matters: FinTech, Retail Banking, Privacy, and Data Security

Counseling and litigation on federal and state consumer and commercial law and resolving compliance issues including regulatory enforcement matters, including
- Privacy under both federal and state law, including advice on Gramm-Leach-Bliley Act privacy, FCRA, and state privacy law
- Development of financial products and services — both technology-based, fintech and traditional, retail products
- Data security, IT systems practices and procedures and state data breach law
- Consumer and commercial credit law (e.g. truth-in-lending)
- State licensing of commercial and consumer finance companies, debt collection companies and trust companies
- Chartering of national and state banks and responding to cease and desist orders, letters of understanding and other enforcement actions with prudential regulators and the CFPB
- Residential mortgage documentation and HUD and Fannie Mae handbooks and policies
- Fair lending, including litigation and regulatory guidance under the FHA and ECOA
- Vendor contracts and policies and procedures governing third-party contracts
Records and information governance, including record retention policies and procedures, privacy assessments and compliance programs, and data security programs
eDiscovery and data hold requests
Regulation of securities lending under the Exchange Act and Regulation U
Loans to insiders and affiliated companies, including FRB Regulations O and W

Swaps, Funds, Hedges, and Other Investments

Structuring and formation of both private investment funds and mutual funds
Analysis and structuring of complex trading strategies, including derivatives transactions, prime brokerage arrangements, and hedge funds
Securities lending and repurchase agreement transactions
Capital markets investment
Strategy, design, and operation of investments for both ERISA and non-ERISA plans
Regulatory compliance for hedge funds, including under the Dodd-Frank Act, the European Market Infrastructure Regulation (EMIR), the European Union Alternative Investment Fund Management Directive (AIFMD), money market fund reform initiatives, and other regulatory initiatives that affect U.S. and global markets

Corporate Governance, Federal and International Tax, Labor, and Employment

Corporate governance, including concerns under the Bank Holding Company Act
Federal and international tax, including FATCA, withholding, and foreign tax credits
Labor and employment
General contracts with third parties
Employee benefit funds

Client Experience

International financial institutions
State and national banks with footprints ranging from international, national, regional, or local theaters
Travel and entertainment companies with co-branded credit card and other loyalty programs
Investment banks and investment advisers
Manufacturers and other corporate borrowers
Equity sponsors
Insurance companies
Broker-dealers
Institutional and other non-bank investors, including pension plans, educational institutions, endowments, and family offices
Public and private lenders and Government Sponsored Enterprises (GSEs)
Finance company lenders
Lessors and commercial airlines
Debtor-in-possession financiers and borrowers
High-net-worth investors
Real estate investment funds and their managers
Private and public bond issuers

Spherical Organizational Structure

Rimon has received international recognition for its spherical organizational structure. It allows for an agile and dynamic team that works closely together to efficiently respond to client needs.

Our experienced partners form the surface of the sphere, working directly with clients without bureaucratic interference. They are fully supported by a close team of associates, Rimon Network, administrative staff, and management.

This model contrasts with the traditional pyramid structure, and offers the following benefits:

No hierarchy among partners.

Unlike in a pyramid model, our attorneys do not have to follow the dictates of superiors who are unfamiliar with their clients. They do not have to feed the top of a pyramid or follow bureaucratic rules. Instead, Rimon attorneys turn their attention to serving clients by working as a team of equals, supported by staff, Rimon Network, and associates. Rimon’s management fosters teamwork and excellence instead of getting in the way of client representation.

Compensation aligned with clients’ interests.

Our attorneys are not compensated based on their ranking in a hierarchy or relationship with management. Our compensation structure is based purely on work done for our clients. Attorneys are rewarded for bringing in new work and for assisting their peers. This ensures that our attorneys focus on client needs and relationships, rather than firm politics.

Agility.

We recognize that every client has different needs. One size does not fit all. For this reason, our attorneys have the freedom to determine alternative billing structures and tailored representation for our clients.

Consistent excellence.

Since we do not rely on the leveraged model of a pyramid structure, most of our attorneys are partners with years of high-level experience. Our attorneys do not cut their teeth on our clients’ important work. At the same time, our support team ensures clients don’t pay partner rates for data entry or basic research. Furthermore, with management working on the day-to-day business issues of the firm, our attorneys can focus on our clients.

Teamwork.

The pyramid structure often rewards hoarding work, or working with the most connected partners for political reasons, even if they are not the right ones for the job. The Rimon model encourages attorneys to work together as a single, efficient team, in a way that serves the client best. Hierarchy, bureaucracy, and politics do not get in the way.

Stability.

Since our partners work as a team but do not depend on each other for their compensation, Rimon’s structure allows for greater stability. Attorneys do not suffer as a result of weak performance in a specific office or sector, nor do they rely on a few rainmakers to keep the firm afloat.

Dynamism.

The flexibility of the spherical structure and Rimon’s culture promotes constant dynamism. Freed from the stiff pyramid structure, new ideas can be implemented by those most likely to be successful.

Related Practice Areas

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Broker Dealers

Rimon advises broker-dealers regarding the full range of legal and regulatory issues arising in their businesses, including:

Preparation and negotiation of new member applications with FINRA.
Preparation and implementation of written supervisory procedures and compliance procedures.
Regulatory and transactional advice regarding significant business developments, including changes in the scope of business, acquisitions and divestitures, financings and international expansion.
Preparation and negotiation of engagement agreements with financial advisory clients.
Assistance with regulatory audits and examinations.
Representation in FINRA and other arbitration proceedings as well as traditional litigation matters.
“Outsourced general counsel” functions, including clearing and custody agreements, account opening forms, prime brokerage agreements, technology licenses and employment agreements.

Rimon’s broker-dealer practice has a special emphasis on representing firms primarily engaged in merger and acquisition advisory and private capital raising services. Our attorneys' extensive experience as in-house counsel at major investment banks gives us a unique perspective to realize business goals while protecting the client from legal liability. In this regard, we advise clients as to whether the nature of their business activities require broker-dealer registration.

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Derivatives

Rimon’s Financial Services team represents proprietary trading firms, investment funds, traditional asset managers and institutional investors in structuring and documenting a wide variety of derivatives transactions.

Rimon collaborates with clients in structuring and documentation of over-the-counter derivatives products, including complex instruments based on credit, commodity, equity, debt, interest rate and foreign exchange products and indexes; total return swaps; and forward and option agreements. We also assist with negotiation of securities financing arrangements, including repurchase agreements, securities lending agreements, prime brokerage agreements and master netting agreements.

Rimon also assists clients with the documentation of bank loan and bankruptcy claims trades and related regulatory and legal issues.

Our attorneys intercede with counterparties on behalf of our clients to avoid termination of derivatives transactions due to significant net asset value decline and address disputes with counterparties involving collateral valuation, ISDA events of default and early terminations, secondary loan trading, novations and fund liquidations.

We counsel clients in navigating the impact of Dodd-Frank Act and the EMIR on cross border derivatives transactions, including the negotiation and documentation of arrangements with central counterparties and swap execution facilities. We also advise clients on the greatly expanded regulatory compliance requirements of this fast-changing area and assist clients with anticipating regulatory changes and required responses to information and agreement amendment requests.

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Investment Advisers and Other Asset Managers

Rimon’s Financial Services practice represents investment advisers and other asset managers ranging from boutique firms to global financial services companies.

We counsel investment advisers and other asset managers on a range of matters, including:

Registration as an investment adviser with the U.S. Securities and Exchange Commission and as a commodity pool operator (CPO) and commodity trading adviser (CTA) with the U.S. Commodity Futures Trading Commission (CFTC) as well as advice on available exclusions from such registrations.
Negotiation of key service provider arrangements, including investment management agreements for ERISA and non-ERISA clients, sub-advisory agreements, custody agreements, administration agreements and brokerage and trading agreements.
Regulatory compliance issues, including preparation and review of compliance policies and procedures to address new regulations and assistance with internal and regulatory audits and examinations.
Third-party solicitation arrangements.
Records and information management.

We also counsel financial industry participants on general corporate matters, combining our knowledge of the unique regulatory issues affecting financial services industry clients with the expertise of attorneys in Rimon’s other practice areas, including:

Litigation and arbitration relating to alleged securities fraud and regulatory violations and employment matters.
Design and implementation of management company structures, including arrangements among principals, employee incentive compensation programs and retention matters and related tax matters.
Acquisitions and sales of investment advisory firms.
Employment disputes between financial services firms and their employees.
Orphan pension plans and escheatment issues.

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Private Investment Funds

Rimon advises sponsors of private investment funds across a wide spectrum of asset classes, investment strategies and delivery vehicles, including:

Hedge funds that engage in long short, global macro, event-driven, multi-strategy, market neutral, relative value and commodities strategies.
Private equity funds.
Funds of funds and master feeder funds.
Venture capital funds.
Leveraged buyout funds.
Real estate funds.
Charitable funds.
Family office funds.
Special purpose investment vehicles.

We counsel private fund sponsors on structuring, operational and distribution matters, including:

Conditions to the availability of exclusions from the 1940 Act.
Application of ERISA's plan assets regulation to various fund structures.
ERISA issues related to seeding investment funds with employer 401(k) and IRA accounts.
Negotiation of key service provider agreements, including advisory agreements, administration agreements, custody agreements; prime brokerage agreements and placement agency agreements.

We partner closely with local counsel in offshore jurisdictions to ensure efficient and well-coordinated new fund launches.

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Registered Investment Companies

We offer sponsors of mutual funds registered under the Investment Company Act of 1940 advice on structuring, operating and distributing funds. We advise clients on a wide spectrum of asset classes and structures, including:

Domestic and international equity and fixed income funds.
Money market funds.
Funds of funds (including target date funds) and master-feeder funds.
1940 Act-registered alternative investment funds.
Federal and state records retention requirements.

We advise 1940 Act fund sponsors on a wide range of ongoing and transactional matters, including:

Registration of new mutual funds under the 1940 Act and the 1933 Act.
Negotiation of key service provider agreements, including advisory agreements, sub-advisory agreements, administration agreements, custody agreements; transfer agency agreements, distribution agreements, credit facilities, securities lending and repurchase agreements.
Annual renewal of advisory contracts and Rule 12b-1 distribution plans.
Reorganization of funds, including related shareholder proxy solicitations.
Establishment of multi-class funds.
Affiliated transactions issues.
Portfolio valuation issues.