Assist with Examination Preparation

At FCWS, our team includes more than just attorneys familiar with bank documents. We have a range of banking expertise that includes former bank general counsel, and former personnel responsible for bank oversight at the state and federal level. We also have former bank compliance personnel and former bank lenders in-house. This means that if a regulatory body is about to commence an examination of your institution, we are equipped from a variety of experiences and perspectives to assist you in preparation.

Assist during Examination

It is not uncommon once a bank examination starts for bank management to take the position of “Let’s wait and see what they come up with.” At FCWS we believe that a proactive and engaged approach during the examination can actually have a material and favorable impact on the final outcome. Using our in-house expertise that includes work as bank general counsel, bank examination, compliance oversight, and all forms of lending, we are able to provide a liaison between bank management and examiners during the process to help positively impact the results.

Assist post exam

When the examination is over and the final report is delivered, there is often work to be done on the part of the bank to address the findings in the report. Our experience at FCWS as bank general counsel, bank regulator, bank compliance officer, and bank lender allows us to comprehensively help implement cost effective, operationally efficient solutions to address all of the concerns raised by regulators. We can also communicate with them in their own language to make certain they understand that the solutions we have created will satisfactorily address the problems noted in their examination.

Strategic Planning

As an independent bank competing in an industry that is consolidating into larger players at an increasing rate, having a strategic plan that allows your bank to survive and thrive is more important than ever. Simply borrowing at two, lending at three, and golfing by five won’t work in this hostile climate. Our experience as general bank counsel, former bank regulatory supervision, and bank lending and compliance personnel gives us the capability to help you develop a strategic plan that can help create a path to prosperity over a three-five year time horizon.

Loan Underwriting Review

Credit quality is the primary concern within every commercial bank. No matter how good your internal staff is at doing their job, regulations and best-practices dictate the need for some form of outside review of policies, procedures, and the current credit strength of your portfolio. Our team at FCWS includes all of the personnel with the qualified resumes to assist you in that process. With experience as bank general counsel, government regulatory oversight, and bank credit, lending, and compliance, we are the right choice to make certain that your bank is doing what it needs to do to establish sound practices and maintain safety and soundness within your loan portfolio.

Loan Sales

Whether it is for liquidity reasons, safety and soundness issues, or simple business model changes, banks often find themselves in need or want of packaging and selling part of their overall loan portfolio. At FCWS, our experience in bank debt structuring, and our connections in the world of real estate and finance, provide us with the capability to help you properly package and sell various segments of your bank’s loan portfolio. No matter the motivation for the sale, we can help ensure a compliant and financially-optimal transaction.

Borrower Turnaround Assistance

Not every distressed company that borrows money from a bank needs to be liquidated in order to have the loan repaid. More often than not, a loan and a business can be salvaged through the application of a comprehensive turnaround strategy and having its execution overseen by people who have done it before. The principals of FCWS have been doing turnaround work since 1988; before it was even called turnaround work. Their combined knowledge of the law, finance, and business allows them to work with the management of a troubled business and with their bank, clients, and vendors, to create a path to exit the credit and continue to operate a sustainable entity.

Debtor Representation

When you or your business become so financially distressed that bankruptcy is the best and only option, you need an attorney who doesn’t just understand the process, but one who also will take the time to understand you and your circumstances. At FCWS we start our engagement with a debtor in a bankruptcy situation by first making them understand that having to file for bankruptcy, whether its personal, business, or both, is not a reflection of failure or a defect in character. It just means that something didn’t work, and now you need to use the legal system and structure to move on with life. We combine superior knowledge of the system with a compassionate delivery to get you through the process.

Creditor Representation

When someone or some business entity that owes you money notifies you that they are filing for bankruptcy, it is easy to resign yourself to the idea that the money you are owed is lost, and to simply turn the process over to an attorney and say “Let me know what happens.” At FCWS, because of our experience on the debtor side of bankruptcy, we know where to look, how to position yourself as a creditor, and how to actively engage in the creditor committee process to increase the likelihood of you recapturing your lost revenue. Our “other side of the table” experience can make us a better choice for representation than a firm that only sees bankruptcies from one perspective.

Preference Defense

When a bankruptcy happens, if you were one of the creditors fortunate enough to have been paid prior to that filing, you might be inclined to take a deep breath and feel like you were lucky to get away. Not so fast. Bankruptcies contain provisions for the trustee to “look back” at transactions prior to the filing and determine whether or not they were “preferred” payments potentially subject to reversal. There is no worse feeling than being ordered to give back money you’ve been paid for product or services sold and collected for in good faith. At FCWS we know how to structure the argument and provide the documentation to prove your received payments are legitimate and not preferred so you can keep the money you were rightfully owed.

Objections to, and Defense of, Discharge

Just because a bankruptcy filing has taken place, it doesn’t mean that all of the obligations of a debtor, or all of the claims of a creditor, have now just been uncontrollably surrendered to the courts and the trustee. Before obligations can be discharged, a process needs to be gone through and standards need to be met. At FCWS we have experience on both sides of the discharge process and are able to either help you contest a discharge if you are a creditor, or to defend the discharge if you are a debtor. In either case, don’t make an assumption that nothing can, or needs to, be done.

Business Formation & Organization Structure

When you launch a new business venture, there are a number of things to consider. While most entrepreneurs rightfully occupy themselves with the concerns of capitalization, product sourcing, staffing, and marketing, the truth is that some of the greatest risks you will face in any business will be the underlying formation and structure of the entity. Whether it is for tax reasons, management roles and responsibilities, or equity ownership and exit plans, how your company is formed at the beginning is critically important to its ultimate success or failure. Don’t let structural mistakes be your undoing. Let the experienced professionals at FCWS help you to create the right structure up front.

Strategic Planning

ttorneys are not always thought of when a company needs to step back and create a strategic plan. The attorneys at FCWS are different. Because of our extensive business background, and our affiliation with our consulting company, S-K Partners, we have the ability to contribute to the strategic planning process for your company. The added benefit is that because of our legal expertise, we will help to minimize any potential compliance concerns that might be inherent inside of your strategic plan. This will provide you with a plan that is actionable, advantageous, and safe.

Contracts

It is with a sense of nostalgia that people talk about the days of doing business on a hand-shake. Unfortunately, the litigious nature of today’s business world makes a handshake pleasant, but not binding. Contracts that are complete and address future disagreements and conflicts are necessary in order to provide clarity, define the rules of the game, and create a pathway to settling disagreements. At the beginning of almost every business transaction, the parties are positive and optimistic. Everyone knows that circumstances change. At FCWS our extensive experience in drafting all forms of business contracts can help to minimize the cost of future disagreements that all too often arise between parties.

Mergers & Acquisitions

The principals of FCWS have been involved in negotiating and documenting both mergers and acquisitions since the 1980’s. We have performed these services across numerous industry lines and have helped negotiate arrangements from both sides of the table. Once an M&A transaction is closed, it is too late to make adjustments. It is vital to the future success of the entity(ies) involved that it has been done right, and that it be has done completely. Our team will give you the peace of mind you need to move forward post-closing. We will also help prevent a closing from taking place that never should transpire.

Private Placements & Equity Financing

When you need to raise capital you have to do it by conforming to all of the legal requirements in today’s complex securities’ market. At FCWS we have the expertise to make certain your private placement memorandum meets the requirements of the various regulatory agencies. It is difficult enough to raise capital without having to worry about conforming to the proper structure. In addition to the conventional legal service, we also have a deep list of contacts who like to invest in select opportunities. When it is appropriate and fully disclosed, we can make those kinds of introductions.

Foreclosures

When you take a secured position in order to protect an extension of credit, it is sometimes necessary to foreclose on the assets in order to recapture your funds. That is a process that is virtually impossible to navigate “pro se.” It also is a precise and perilous process that lends itself to requiring a legal team who are accustom to it. At FCWS we deal with foreclosures from both the debtor and creditor side, while representing both institutions and private parties. We know the rules, and we know how to properly use the system to give you the best chance to gain control of underlying assets, without encumbrance, and use them to satisfy your credit obligation.

Foreclosure Defense

When your assets are on the line to a creditor, and your debt to them is in default, the next step is for the creditor to start foreclosure. When that happens, you need to act quickly and engage a law firm that knows how the system works, how to raise defenses, how to buy time, and how to spot defects in the creditor’s case against you. The attorneys at FCWS have that experience. Because of our years of working with secured creditors and debtors, we understand the foreclosure process and how to use it to our client’s maximum advantage better than most firms. So before you just hand over the keys, let our specialists at FCWS examine the facts and determine what you might actually be able to save.

Defense of Note & Guaranty Lawsuits

When you are party to a loan that is in default, a creditor will usually issue you a letter telling you that you are in violation and give you only a few days to pay in full. While the letter is frightening and the circumstances are serious, it doesn’t mean you have to pull out your check book and pay them on the spot. At FCWS we are trained to spot the errors often made in note & guaranty lawsuits, and to find the defenses available to the debtor. When you find yourself being drawn into litigation as a debtor or guarantor, don’t just surrender, call FCWS and let us see if there are ways to protect you from having a judgment entered against you.

Breach of Contract

Even when considerable time is placed by both sides into the negotiation and formation of a contract, when a dispute arises, both sides will contend that the contract actually supports their position and not the other party’s. When black letter words don’t translate into black and white clarity, the attorneys at FCWS are able to step in to evaluate what your contract says, understand your claim, and then formulate and make the argument to help you prevail in the dispute.

Shareholder partnership disputes

When individuals join together to form a new business, nobody plans on having to break up the band with acrimony; but it happens. At FCWS we know that litigation between partners in business rarely leaves a thriving business behind, no matter who wins and who loses. The business is almost always the loser. That’s why we use our business acumen and our legal knowledge to try and help create a settlement between business partners before the company itself is jeopardized. When required, we can carry a dispute all the way through litigation, but that is not our goal. Our goal is a reasonable settlement so the company can remain, or again become.

Complex Commercial Disputes

Breach of Fiduciary Duty

Fraud

Intellectual Property Disputes

Unfair Competition

ERISA

Business Divorce

Real Estate Disputes

Construction/Mechanics Lien

Beer Industry Fair Dealing Act

Illinois Franchise Disclosure Act

Acquisitions and Dispositions

One of the most basic and fundamental sets of transactions in our economy is the buying and selling of real estate. Unfortunately, just because these transactions are common doesn’t mean they are simple and without risk. At FCWS we know that the worst time for a buyer or seller of real estate to discover there is a problem with the terms of the transaction is after the closing. That’s why our experienced team of real estate attorneys is the right choice when you find yourself ready to buy or sell a piece of real estate.

Real Estate Development and Zoning

Just because you own one or more parcels of real estate doesn’t mean you can do whatever you want with them. The intricacies of zoning and development rules have never been more burdensome and nuanced than they are today. FCWS’s experience with complex municipal development projects and our success with various municipal zoning boards make us the right choice to get your real estate project, no matter how large or small, approved and launched successfully without you having to worry about issues peripheral to its overall economics and purpose.

Financing (debt & equity)

Typically, a law firm begins and ends their work with their real estate client by creating the legal documents for the transaction and then overseeing the closing. At FCWS we know that closing a real estate transaction requires money and our team’s extensive experience and connections within the industry can help you find it. Whether you are looking for debt financing or an equity investor, we will likely be able to make introductions that can help you find the dollars you need to make your project a reality.

Condominium and Association Law

When purchasing or renting a property with common areas and a governing authority, you can quickly find that the rights to enjoyment you thought you had are significantly reduced or restricted. Sometimes these limitations are clear, and other times they are vague, hidden, or open to interpretation. At FCWS we have extensive experience in dealing with the legal rights of occupants when confronted with burdensome condominium or association rules and regulations. Don’t fight those battles alone. Turn to a team of professionals who know how to navigate the complexities of the rules that restrict your rights.

Construction Contracts and Financing

Buying or selling real estate is complex enough when the property is going to be left “as-is.” Add construction to the mix and the risks to the owner increase significantly. Whether it is dealing with compliance issues with your ender, or dealing with contractors and lien waivers, the experienced professionals at FCWS are able to make certain that you are free to oversee the satisfactory completion of your construction project, while we help make certain that all relevant parties and all necessary paperwork are kept satisfied and in order.

Private Placements

Often times a real estate project of significant dollar value will require the sourcing and participation of numerous outside funding sources. Sometimes the people are well-known to the client, but often times they are not. When raising money for a real estate venture, a private placement offering needs to be prepared. At FCWS our professionals have the proper expertise to make certain that your private placement memorandum is prepared in compliance with all of the attendant rules and regulations issued by the various government entities charged with oversight. Finding investors is difficult enough, don’t run the risk of legal problems once those investors are found.

Joint Ventures

One of the easiest methods for entering into a real estate project with another legal person or persons is to form a joint venture (JV). Joint ventures leave the individual participants intact and provide simplicity for entry, exit, and termination. Despite the advantages, like any other business dealing, not creating the proper structure by having participants’ roles and responsibilities clearly defined can lead to avoidable conflict and financial loss. At FCWS we have extensive experience in the documenting of JV formations and we know how to ask the parties involved the right questions to get the agreement right, up front.

Distressed Situations

When a piece of real estate isn’t cash flowing, is found to possess an environmental risk factor, is impacted adversely by an adjacent property, or has any one of a number of other factors that place it in peril, you need a team of professionals who know how to step in and deal with any and all outside parties. This means lenders, government agencies, landlords, general contractors, and a host of others who may have an interest they are trying to protect. At FCWS our experienced team has dealt with every type of party that could act adverse to your distressed real estate parcel’s interest.

Landlord and Tenant Representation

As complex as the purchase and sale of real estate can be, the lease that is signed between a tenant and landlord can be even more complex. In a purchase and sale, the relationship concludes at closing. In a lease situation, the relationship is just about to begin and the document that is created will govern every aspect, both seen and unforeseen, in that relationship as it moves forward. At FCWS our professionals are experienced from both sides of the leasing table and that knowledge helps to ensure that they will help you create and negotiate a lease agreement that protects you as the relationship moves forward. Proper planning today will help prevent unresolvable disputes tomorrow.

Note Purchases

When a loan is involved as part of a business or personal situation needing to be solved, it is common to ask “How much money will it take to pay off the loan?” In fact, it is often advantageous to the circumstance not to pay off the loan, but to buy it instead. Purchasing a loan preserves the order of security interest and can transfer with it all of the original rights and remedies of the initial lender. In some cases, it can also have significant tax liability benefits. At FCWS our professionals have been negotiating note purchases from lenders over the course of four decades. We know how to assess the appropriateness of the action, approach the lender, and document the transaction.

Commercial Lending

Distressed Mergers and Acquisitions

Debtor & Creditor Representation

Note Purchasing

Private Money Lending (Negotiation & Documentation

ERISA

Negotiate Employment Contracts