Banking and Finance Law
SKW Schwarz advises banks, fund companies, asset management advisors and asset managers, other financial services providers and private investors in matters of banking and finance law.
In the framework of traditional banking business we support our clients in all issues concerning lending and financing agreements, project financing, capital increases, the structure of investment funds and loan and loan collateral agreements.
We have years of experience in restructuring and resolve insolvency law matters for our clients, both on the creditor and the debtor side.
We advise credit institutions and financial services providers as well as their employees about all upcoming liability issues, in particular questions of advisor and prospectus liability which arise in connection with the distribution of securities and financial services.
We also organise the complaints management for the credit institutions and financial services providers we advise.
In addition, we help to settle non-performing exposure. We support our clients during legal proceedings and the enforcement of their rights, for example by forced sales or receiverships.
In addition, we advise our clients during the establishment of a credit institution or financial services company, a branch or a representative office. We represent them versus the authorities in all regulatory issues, including the necessary capital stock and deposit insurance or investor indemnification.
We have particular expertise in electronic payments, in particular the settlement of online payments, credit card payments, direct debiting and debit cards. Another important task is the correct handling of creditworthiness queries and the prevention of misuse. We are closely involved with major legislatory projects, for example the development of the Data Protection Act.
Examples
We successfully helped a cooperative and its subsidiaries to obtain a EUR 120 million loan, which was provided by a syndicate of several international banks. The negotiations centred on the type and size of the collateral and on the banks’ desire to have the option to terminate the loan early if that was necessary for regulatory reasons. Our clients were obviously interested in being granted the loan for the whole term of the lending agreement. This was ensured by declarations of intent to that effect.
We support an international private-equity company in the management of a loan portfolio secured by real-estate collateral. In particular, we represent servicing companies in the enforcement of non-performing real-estate loans. The largest loan portfolio which we co-manage has a volume of several billions of euros. Our work focuses on the legal enforcement of our clients’ claims, representation in procedures raising objections against the enforcement, support in forced sales procedures, insolvency procedures and negotiations.
Following a BaFin moratorium, we gave advice to the KWG trustee appointed by BaFin and the managers of the bank Reithinger GmbH & Co. KG during the restructuring efforts, which, however, failed ultimately due to the economic situation. In particular, we analysed the risks for the bank stemming from payment promises by clients and repayment obligations to clients in order to give the management a basis for a decision on their continuation forecasts.
On behalf of a bank which specialises in central clearing and is the majority owner of an institution which also works in this sector we have prepared and successfully implemented the squeeze-out of the only minority shareholder. The procedure took only five months from the preparation of the squeeze-out demand of the majority owner until the completion and the payment of an appropriate cash consideration.
We advise a credit institution in connection with the insolvency of an airline. Our client and several other credit institutions have granted a syndicate loan to the insolvent company to finance a plane. So far our work focused on enforcing liens during the insolvency proceedings of the debtor. In the enforcement procedure we have supported our client in particular in drafting the agreements for the release of the financed lien from the bankruptcy estate, having the lien transferred to a special-purpose vehicle, selling the lien and drafting the agreement on the distribution of the proceeds from the lien among the members of the syndicate.
We represent a number of credit institutions in defending themselves against indemnity claims from leveraged real-estate fund holdings and real-estate purchases (“junk properties”). The procedures – often mass actions – focus on alleged violations of the information obligations by the credit institutions, violations of the Legal Advice Act (Rechtsberatungsgesetz) as well as the Door to Door Sales Act (Haustürwiderrufsgesetz) and Consumer Credit Act (Verbraucherkreditgesetz) and on the attribution of untrue information about the properties and prospectus errors in the framework of an institutionalised cooperation between the credit institutions and distribution companies or fund initiators.