Banking and Finance

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Briggs and Morgan represents financial institutions in commercial banking and finance transactions of all sizes in Minnesota, throughout the Midwest and nationally. We primarily represent lenders, including national banking associations, state banking institutions, asset-based lenders, bank holding companies, trust companies, mortgage lenders, insurance companies, mezzanine lenders, governmental entities with mortgage loan programs, and private student loan guaranty agencies.

Briggs lawyers have a wealth of experience protecting our clients in connection with all aspects of commercial finance, including structuring transactions, conducting due diligence, creating and perfecting security interests in all types of collateral, working out and restructuring problem credits, and enforcing creditors’ rights. Our financing specialties include:

  • Representing mezzanine lenders in structured transactions;
  • Representing agents in syndicated transactions;
  • Real estate financing;
  • Acquisition financing;
  • Mortgage warehouse financing;
  • Private client and high net-worth transactions;
  • Bank holding company transactions;
  • Finance of investment funds and REITS;
  • ESOP lending;
  • Floor plan lending;
  • Credit enhancement and liquidity support transactions;
  • Sports team and facility financing;
  • Represent funds engaging in the acquisition of loan portfolios of both performing and distressed assets;
  • Representing end-users and institutional swap dealers on interest rate swaps and related transactions.

Our attorneys provide advice on state and federal bank regulatory issues impacting financing and derivatives activities, including advising financial institutions on regulations of the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Commodity Futures Trading Commission and other state and federal regulatory agencies. We have represented clients with respect to issues involving Regulation O and other insider transactions, Truth-in-Lending, privacy issues, Sections 23A and 23B of the Federal Reserve Act, state and federal lending limit issues, and the comprehensive regulation of derivative activities under Dodd-Frank.

In addition, Briggs represents numerous financial institutions and their holding companies in connection with a variety of organizational and corporate matters, including change in control, non-banking activity notifications, applications and notifications with regulatory authorities, assisted and non-assisted takeovers, charter conversions, applications for new charters and mergers, sales and acquisitions of financial institutions and institution branches.

Lastly, Briggs has served as counsel to institutions and individuals in a number of significant civil money penalty actions, cease and desist, removal, and suspension actions brought by supervisory agencies, as well as civil money penalty actions commenced by the United States Justice Department.  We also have considerable experience working with distressed institutions and representing those institutions and their officers and directors in regulatory enforcement proceedings, including defending a number of civil actions brought by the RTC, the OCC, Federal Reserve Board, FDIC and U.S. Government.

Representative Matters

  • Agent's counsel for a national bank in connection with a $175 million working capital line of credit to large, national auto-parts wholesaler.
  • Agent's counsel for a national bank in connection with a $140 million working capital line of credit to food aging, food warehousing and trade finance company.
  • Agent's counsel for a national bank in connection with a $135 million working capital line of credit to telecommunications equipment wholesaler.
  • Agent's counsel for a national bank in connection with a $95 million secured, syndicated revolving credit facility to a large dairy cooperative.
  • Agent's counsel for a national bank in connection with a $80 million working capital line of credit to wholesaler of specialty food ingredients.
  • Lender's counsel for a national bank in connection with a $100 million working capital line of credit to wholesaler of petroleum products.
  • Lender's counsel for a national bank in connection with a $80 million working capital line of credit and term loans to manufacturer of groundbreaking, bulk material handling conveyors and cutting-edge components.
  • Lender's counsel for a national bank in connection with a $75 million working capital line of credit to manufacturer and wholesale distributor of automotive aftermarket products.
  • Lender's counsel for a national bank in connection with a $75 million working capital line of credit and equipment term loans to meat wholesaler.
  • Lender's counsel for a national bank in connection with a $50 million working capital line of credit to medical device manufacturer.
  • Lender's counsel for a national bank in connection with a $50 million working capital line of credit to business-to-business process-improvement provider.
  • Lender's counsel for a national bank in connection with a $45 million secured revolving credit facility to a group of companies that owns and operates dozens of drug stores and pharmacies across the upper Midwest.
  • Lender's counsel for a national bank in connection with a $44 million working capital line of credit to lumber manufacturer.
  • Lender's counsel for a national bank in connection with a $38 million working capital line of credit to heavy road construction company.
  • Lender's counsel for a national bank in connection with a $35 million working capital line of credit to distributor, blender and packager of lubricants, fuels and related fluids.
  • Lender's counsel for a national bank in connection with a $30 million working capital line of credit to scrap aluminum recycler.
  • Lender's counsel for a national bank in connection with a $30 million working capital line of credit to provider of medical equipment and diagnostic imaging services.
  • Lender's counsel for a national bank in connection with a $30 million working capital line of credit to metals trading company.
  • Lender's counsel for a national bank in connection with a $30 million working capital line of credit to contract manufacturer of devices supporting the health care industry.
  • Lender's counsel for a national bank in connection with a $30 million working capital line of credit and ESOP buy-out to precision machine and manufacturing company.
  • Lender's counsel for a national bank in connection with a $27 million working capital line of credit to wholesale fuel distributor.
  • Lender's counsel for a national bank in connection with a $23 million working capital line of credit to apparel wholesaler and custom embroidery company.
  • Lender's counsel for a national bank in connection with a $21.5 million working capital line of credit to printing company.
  • Lender's counsel for a national bank in connection with a $20 million working capital line of credit to publicly-traded online retailer of consumer goods.
  • Lender's counsel for a national bank in connection with a $20 million working capital line of credit and equipment term loans to publishing, printing, digital media and distribution company.
  • Lender's counsel for a national bank in connection with a $19.5 million term loan to family trust for estate tax planning purposes.
  • Lender's counsel for a national bank in connection with a $18 million working capital line of credit to provider of housing and counseling services to developmentally disabled adults.
  • Lender's counsel for a national bank in connection with a $16.5 million working capital line of credit to HVAC and food service industries.
  • Lender's counsel for a national bank in connection with a $16 million working capital line of credit to distributor of petroleum-based fuels and lubricants.
  • Lender's counsel for a national bank in connection with a $16 million working capital line of credit to supplier to U.S. Department of Defense and other governmental agencies.
  • Lender's counsel for a national bank in connection with a $15 million working capital line of credit to one of the largest wholesale nurseries in the U.S.
  • Lender's counsel for a national bank in connection with a $15 million working capital line of credit to provider of law enforcement and military training to government clients throughout the world.
  • Lender's counsel for a national bank in connection with a $15 million working capital line of credit to automotive wiring and performance parts supplier.
  • Acted as agent's counsel on syndicated financing of a professional sports franchise.
  • Acted as agent's counsel on syndicated financing of an agricultural and retail business.
  • Acted as counsel for issuers of letters of credit backing bond and note issuances and other types of credit enhancement (liquidity lines, standby bond purchase agreements).
  • Acted as counsel for lenders to bank holding companies, which includes senior debt secured by bank stock and subordinated debt constituting regulatory capital.
  • Acted as counsel for Mortgage Warehousing lender/purchaser.
  • Acted as counsel for private client groups of several large banks, involving lending and other financing transactions.
  • Acted as agent's counsel on syndicated financing of a building product manufacturer, including restructuring of transaction.
  • Acted as agent's counsel on syndicated financing of a power company and related businesses.
  • Ongoing counsel of financial institution in fraudulent transfer litigation arising out of Ponzi schemes. Representation includes internal investigations and development and implementation of legal strategies.
  • Prosecuted a complex commercial mortgage foreclosure and breach of contract litigation on behalf of a national bank and obtained damages in excess of $12 million on summary judgment.
  • Regularly represent Fortune 500 company in mortgage buy-back litigation, including defense of claims by Residential Funding Company bankruptcy estate.
  • Represent agent bank in $100 million syndicated loan workout and subsequent bankruptcies involving large national lumber company
  • Represent national bank in connection with multiple bankruptcies stemming from tax fraud conviction of Minneapolis-based real estate developer
  • Represent regional bank as creditor in individual chapter 7 and 13 bankruptcy proceedings, including seeking relief from stay, reaffirmation, defending property valuation and lien stripping motions, and pursuing issues relating to bankruptcy plan terms.
  • Representation of a publicly-held thrift holding company in its response to a proxy contest by one of its institutional shareholders.
  • Represented a bank and a mortgagee in an action in which plaintiffs allege should be rescinded.
  • Represented a bank in an action under the Fair Credit Reporting Act (FCRA) in which it was alleged that, after plaintiffs reported an issue with credit reporting agencies, bank failed to properly investigate.
  • Represented a national bank as the agent for a multi-bank credit facility in connection with a working capital line of credit to a large national auto-parts wholesaler.
  • Represented and successfully defended student loan lenders and servicers in bankruptcy adversary proceedings related to discharge of student loan debt.
  • Represented asset-based lender against third-party claims arising from a debtor’s bankruptcy; represented lender in enforcing guarantees against debtor's principals.
  • Represented a national bank and affiliates as creditors in receivership involving a $3.5 billion Ponzi scheme and in related Chapter 11 bankruptcies.
  • Represented bank in pursuing misrepresentation and contractual claims against entity and its principals who sold lease participations to bank where it was later revealed that lessee operated a Ponzi scheme.
  • Represented corporate fiduciary during contested probate and administration; defended final account and administration, obtained court approval and discharge of fiduciary.
  • Represented national bank as secured lender in Chapter 11 Bankruptcy proceedings for large-scale commercial real estate entities. Successfully obtained conversion of case to Chapter 7 and favorable plan and sale terms.
  • Represented national bank as trustee of trust containing assets in excess of $70 million in connection with contentious, high-profile estate dispute. 
  • Represented private lender and affiliates as creditors in receivership involving $3.5 billion Ponzi scheme and in related Chapter 11 bankruptcies in Minnesota.
  • Served as real estate counsel to a franchisee in the re-financing of its 60-unit restaurant portfolio.
  • Succeeded on motion to dismiss homeowner's complaint against bank, alleging that bank violated the Home Affordable Modification Program by not giving homeowners a loan modification.
  • Succeeded on motion to dismiss homeowner's complaint, alleging claims for violation of Minn. Stat. 58.13, breach of duty of good faith and fair dealing, fraud and misrepresentation, and violation of Minnesota Consumer Fraud Act.
  • Successful representation of trustee in a fee dispute. After trial by court, the Court of Appeals affirmed district court award of approximately $8 million in trustee fees.
  • Successfully defended claims that a national bank succeeded to declarant liabilities for alleged construction defects involving a large condominium project after the execution of a deed in lieu of foreclosure agreement.
  • Successfully obtained appointment of temporary, and later permanent, receiver on emergency, ex parte basis to manage the affairs of commercial borrower and prevent waste of bank's collateral, an income-producing commercial property.
  • Successfully obtained the appointment of a temporary and permanent receiver to manage affairs of commercial borrower and to preserve and protect bank collateral.
  • Successfully prosecuted foreclosure action involving agricultural property and contentious priority dispute with other lender.
  • Collective wage and hour lawsuit alleging over $20,000,000 in unpaid overtime by loan officers who claimed they were improperly classified as exempt employees, and should have been classified as nonexempt and paid overtime.
  • Defended a national loan servicer and obtained dismissals in numerous consumer mortgage defense actions involving TILA, RESPA, FDCPA, FCRA, federal and state consumer protection laws, and residential foreclosure statutes.
  • Defended mortgage lender/servicer in lawsuit related to alleged violations of TILA, RESPA, state foreclosure statutes, and other consumer fraud claims, and in breach of contract lawsuit related to sale of mortgages.
  • Defended national bank in fraudulent transfer "clawback" actions arising under the bankruptcy code and uniform fraudulent transfer act in relation to bankruptcies filed by companies running an alleged Ponzi scheme.
  • Defending a lender bank in trial court and on appeal to the Minnesota Court of Appeals and Minnesota Supreme Court in "clawback" action seeking to recover amounts paid to the bank per its loan participation agreement. 
  • Draft long-term incentive plans and annual incentive plans.
  • Helped establish procedures and policies for review of syndicated real estate transactions in which client is a syndicate member and often also an agent, but not the primary administrative agent; Conducted and supervised review of several hundred transactions.
  • Agent's counsel for a national bank in connection with a $60 million capital line of credit to online retailer and financer of consumer merchandise.
  • Provide strategic counseling on intellectual property matters; license drafting and negotiation; portfolio development and pre-suit analyses for various companies.
  • Represent multiple companies in procurement and enforcement of worldwide patent and trademark rights.