Banking and Finance Law

 Lease negociation We have a full-service lease finance practice. Our attorneys have extensive experience representing lenders, equity participants, lessees, lessors, users, sellers, and purchasers in the lease financing of equipment and other capital assets of all types.Among these assets, we have been involved in lease financings of power-generation facilities, aircraft, passenger rail cars, rolling stock, containers, commercial computer equipment, telecommunications equipment, manufacturing facilities, telecommunications satellites, vehicles, drilling rigs, and vessels.

Business & Financial Restructuring Practice has decades of experience representing clients of all types in corporate restructurings, workouts, bankruptcy planning, negotiations, litigation, and distressed asset acquisitions.  Our attorneys are involved in all sides of the restructuring process: we regularly assist domestic and international debtors, financial institutions, secured and unsecured creditors, ad hoc and official committees, insurance companies, bondholders, trustees, lessors, investors, purchasers, equity holders, and boards of directors. We have particularly deep experience dealing with the manufacturing, real estate, energy, transportation, and financial services sectors, often dealing with complicated issues involving supply chain, construction, suretyship, energy generation and mass torts. With a significant presence on all the Mercosur´s countries and in many of the world’s key markets, we are well-positioned to handle the most complex, multi-jurisdictional insolvency and restructuring matters, serving all the needs of troubled businesses, as well as protecting clients dealing with those businesses.The commitment of our practice to creative solutions and complete client satisfaction is unwavering. We focus on maximizing clients’ recoveries and minimizing their investment of time and money in the restructuring process. When investments, projects or business plans go awry – as they often do in today’s volatile economic climate – we have consistently been able to untangle complex financial arrangements and achieve positive and cost-effective results.

Capital Markets & Securities  We are thoroughly experienced in securities law matters and has represented clients in public and private offerings of equity, debt, and derivative securities aggregating billions of dollars in recent years. We counsel clients on compliance with all the federal securities laws as well as the "blue sky" laws of the various states. Our attorneys counsel issuers, underwriters, and shareholders in the offer and sale of securities of for-profit issuers. Our attorneys also counsel issuers, underwriters, borrowers, and other beneficiaries of tax-exempt and other government securities.  

We draft and negotiate the terms of a variety of transactional documents:

• registration statements
• underwriting and dealer agreements
• proxy statements
• tender offer schedules and offering documents
• annual and other periodic reports
• official statements
• bond indentures
• loan and security documents
• leases and joint venture agreements
• opinions
• board and shareholder resolutions
• governmental resolutions 

The firm also represents clients in securities enforcement proceedings as well as other litigation involving issues under federal and state securities laws.

Tax-Exempt Securities Our attorneys counsel issuers, underwriters. and borrowers and other beneficiaries of tax-exempt and other government securities. We advise our clients on matters relating to the offer and sale of these securities, and we prepare and/or review the transaction documents in connection with such offerings. We draft and negotiate the terms of the transaction documents,  other underwriting documents, leases and joint venture agreements, loan and security documents, bond indentures, bond resolutions, bond counsel opinions, and other tax opinions.

 Card payment systems Card payment systems—including credit and charge cards, debit cards, ATM networks, stored-value and prepaid cards, and smart cards—bring together financial institutions, third-party networks, consumers, and merchants to facilitate point-of-sale and cash transactions. These systems have come under worldwide scrutiny on a number of fronts in recent years and, as attention to them has increased, our expertise in economic analysis has been sought across the industry. We have a comprehensive understanding of their unique features, which merit attention in competitive dynamics analyses. These networks:

• Involve multiple parties – the network itself, the financial institutions that participate, card-holding consumers, and merchants.
• Are considered “two-sided” markets because each one has, in effect, two customers: consumers who hold cards and merchants who sell to consumers and decide the forms of payment they will accept.
• Exhibit “network effects.” Consumers are more apt to participate in a network to which more merchants belong, and merchants want to participate in networks that include the financial institutions that are recruiting the most cardholders.
• Exhibit economies of scale. Once the infrastructure of a network is in place, the marginal costs of handling additional volume are very low.

Our work has encompassed all of these economic facets of competition. We have analzed such issues as:

• Market definition
• Competitive effects of various network rules
• Competitive consequences of industry consolidation
• The economics of payment systems from the point of view of issuer acquirers, merchants, and networks
• Consequences of proposed regulatory structures and outcomes of actual regulatory structures
• Consumer behavior regarding payment card usage

Our work has been performed on behalf of financial institutions, payment card networks, merchants, consumers, and government entities, and we have been engaged for major assignments in the Argentina, Brazil and Uruguay.

Infrastructure & Project Finance We have a well-developed project finance and infrastructure privatization practice that covers a broad range of industries. The firm and its individual attorneys have represented developers, lenders, equity investors, borrowers and governmental entities, both domestically and internationally, in project finance and infrastructure projects involving primarily energy generation, telecommunications, and natural resources projects.

Anti-Money Laundering We provide legal advice on all aspects of anti-money laundering (AML) rules and regulations, both in the compliance counseling and enforcement contexts. AML requirements, counter-terrorist financing regimes, know-your-customer (KYC) rules, and asset blocking and reporting requirements are increasingly complicated and comprehensive. Our attorneys are well-prepared to confront enforcement problems, to evaluate your company's existing AML policies and procedures, and to assist your company to set up and implement new programs, incorporating best practices that meet with regulatory approval. We´ve helped to draft many provisions and an extensive practice advising companies on how to respond to law enforcement requests.

Financial services litigation. Estoup´s litigators represent financial institutions and their officers and directors in white-collar issues such as allegations of money laundering and other alleged violations of law, as well as in lender liability claims and counterclaims involving securities fraud, common-law fraud, others claims, and merger and acquisition-related litigation. Our work in these matters has ranged from informal proceedings to cease-and-desist actions and other enforcement matters initiated by federal and state agencies.