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The current economic crisis recently prompted Congress to pass, and the President to sign into law, the Emergency Economic Stabilization Act of 2008 (“EESA”), which includes the Troubled Asset Relief Program ("TARP"), both aimed at providing stability to the U.S. economy by providing liquidity to troubled financial institutions, helping to restore the equilibrium of real estate markets nationwide, and aiding the worldwide credit crisis.
Carlton Fields formed the Economic Recovery Task Force in an effort to help our clients understand how the new law will impact their businesses, navigate the pitfalls of the financial marketplace, and identify opportunities. The Task Force is comprised of a multi-disciplinary team of experienced attorneys and government consultants from across the firm’s offices who are closely following and analyzing developments relating to the current financial crisis.
The Economic Recovery Task Force assists clients in analyzing the potential impact and ramifications of EESA, and identifying the issues and opportunities facing them during this uncertain time. Our experienced attorneys provide sound, business-focused advice on all types of legal issues potentially resulting from the current financial crisis, include legislation, acquisitions, lending, bankruptcies, and litigation.
Carlton Fields attorneys advise clients on issues relating to the Act and assist clients in complying with the provisions of EESA, including:
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Advising clients regarding potential participating in the TARP program, including advice regarding which assets are eligible.
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Facilitating possible capital infusions into financial institutions via stock purchase.
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Counseling clients on purchasing or selling troubled assets to or from the U.S. Treasury or a third party.
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Counseling on complex corporate structuring, tax, and accounting issues resulting from the Act’s requirements for equity stakes in certain institutions participating in TARP (preferred stock, nonvoting common stock, etc).
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Advising as to employment issues resulting from possible application of new limits on executive compensation.
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Counseling on the disclosure of certain investments such as off balance sheet transactions and other potential exposure to satisfy SEC, OCC, and FDIC requirements.
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Advising on tax and SEC matters associated with ownership of Fannie Mae and Freddie Mac stock.
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Advising as to changes in income tax treatment under the Act with regard to alternative minimum tax and other deductions.
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Counseling as to regulations involving resale of troubled assets purchased from private funds.
Members of the Economic Recovery Task Force include experienced attorneys from across our firm's practices, including:
Real Estate and Finance
Carlton Fields’ Real Estate and Finance attorneys will advise clients on best practices to mitigate financial credit risk and preserve liquidity, and will assist financial clients dealing with loan workouts and changes to the industry resulting from new legislation. We will also counsel financial institutions and investors with regard to potential liability for owning certain types of commercial real estate projects, such as condominium projects, where there are many developer liability issues, and advise clients regarding construction issues with completed and partially completed projects, including resolving disputes with contractors.
Our attorneys will counsel clients regarding the acquisition, maintenance, and disposal of real estate assets in the private and public sectors. For assets in default, our attorneys will help clients understand adjustments to foreclosure standards as well as any other changes that occur as a result of government relief policies.
One area where property owners can take advantage of the market down turn is to seek adjustment of their ad valorem real property taxes. We have experience in negotiating and obtaining cost-effective value adjustments for our clients, and are available to help clients take advantage of the opportunity afforded by current market conditions.
Corporate and Securities
Our Corporate and Securities lawyers routinely represent clients in financial and securities disputes, which as a result of current economic conditions will become the priority of state and federal regulators. We understand the structure and complexity of securitization transactions, including the underlying assets and the securities issued in connection with such transactions, and we are experienced in these types of public/private transactions. We also have significant experience advising investors about structured finance, corporate, and securities issues relative to the acquisition and disposition of troubled assets.
Tax and Asset Preservation
The Emergency Economic Stabilization Act contains a number of tax provisions aimed at providing relief for financial institutions and homeowners. For instance, Divisions B and C of the Act include tax incentives related to energy and relief from the alternative minimum tax. Carlton Fields’ Tax and Asset Preservation attorneys will help clients understand new legislation which may result in significant changes to the United States Tax Code and to governmental agency regulations.
White Collar Litigation and Government Investigations
Our White Collar Litigation and Government Investigations attorneys will provide insightful guidance and strong defense to clients facing more aggressive investigations of corporate and securities fraud in the wake of a foreseeable increase in regulatory control of the financial markets.
Carlton Fields’ White Collar Litigation attorneys have experience representing financial firms and institutions and their officers, directors, and employees in federal and state governmental inquiries. We regularly assist with issues related to disclosure of certain investments such as off balance sheet transactions and other potential exposures to satisfy SEC, OCC, and FDIC requirements.
Government Law and Consulting
The Economic Recovery Task Force includes Government Law and Consulting attorneys and professionals experienced in handling complex dealings with state and federal bank regulators. The Task Force will help clients understand the impact of new legislation addressing the financial crisis, identify their liabilities, and utilize the new law to further their business interests.
Bankruptcy and Creditors’ Rights
Lawyers on our Economic Crisis Team advise our corporate clients on bankruptcy and restructuring strategies relating to credit issues, as well as our investor clients seeking risk management or workout advice in the management of troubled portfolio companies. Our Bankruptcy and Creditors' Rights attorneys will help clients buy or sell distressed assets and will help buyers manage and liquidate those assets.
Employment Services
The Task Force’s Employment attorneys will advise clients as to employment issues resulting from possible application of new limits on executive compensation and help clients defend lawsuits by employees challenging their business practices. We will also assist in negotiating separation agreements and providing counsel with regard to termination decisions, employment contracts, separation agreements, and other employment policies.
Commercial Litigation
Our Litigation lawyers have extensive experience litigating the types of claims that will be a part of the resolution of the current crisis, including claims for breach of fiduciary duty, equitable subordination, fraudulent conveyance, and lender liability. The Commercial Litigation attorneys on the Task Force will help clients prepare for and defend lawsuits by investors looking for ways to recoup market losses.
Additional Information & Resources
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