Financial institutions and holding companies look to Robert to achieve their immediate and long-term business goals.

Overview

Robert represents commercial banks, thrifts, holding companies and other financial institutions in mergers and acquisitions, strategic planning, employee benefits and employee stock ownership (ESOP) matters. He also has experience advising clients on all aspects of obtaining new financial institution charters, including the regulatory application process, capital acquisition phase and early stage development, and continued representation following the bank opening.

When it comes to employee benefits, Robert is experienced in the design, implementation and administration of non-qualified retirement and compensation arrangements, including Code section 409A. He has also advised on ERISA matters, tax and corporate law requirements and the impact of M&A transactions on employee compensation.

Robert has assisted on numerous ESOP transactions for public and private companies to infuse equity, manage corporate succession and restructure corporate groups. Additionally, he has handled operating and administration matters ranging from distribution issues to Code section 409(p) analysis and resolution.

Experience

Financial Institution Matters

Represented the first de novo bank to file an application in the Dallas-Fort Worth market since 2008 with the filing of an application with the Texas Department of Banking and FDIC in December 2019.

Represented the acquirer in a failed bank in May 2019, the first such transaction in the nation since 2017, and the first in Texas since 2013.

Represented a Texas credit union in a unique transaction in which the credit union sold substantially all of its assets to a Texas commercial bank followed by the credit union's voluntary liquidation.

Advised on strategic planning designed to enhance or protect shareholder value, including Subchapter S restructuring, share repurchases and tender offers, holding company formations, anti-takeover strategic planning and corporate succession matters.

Advised clients on the impact of M&A transaction on compensation matters, including non-compete and nonsolicitation provisions, golden parachute considerations and related employment matters.

Advise financial institutions and their holding companies on securities law matters, including raising capital through private and public offerings of equity and debt securities. Served as lead counsel on more than three dozen equity and debt offerings over the past 15 years.

Advise clients on all aspects of corporate mergers, acquisitions, related due diligence matters, and the preparation and filing of regulatory applications with the FDIC, Federal Reserve Board, OCC and various state bank regulators. Served as lead counsel on more than two dozen transactions over the past 15 years.

Advise (including review and preparation) banking clients on all forms of executive compensation arrangements, including equity-based compensation, deferred compensation, and qualified retirement plans in accordance with bank regulatory and IRS requirements.

Advise banks on lending documents and lending transactions.

ERISA Matters

Drafted and reviewed plans, amendments, and summary plan descriptions for a variety of benefit plans.

Reviewed and prepared executive compensation arrangements and contracts.

Represented trustees and fiduciaries in ESOP transactions, and prepared and designed ESOP documents, including plan and trust documents.

Participated in ESOP transactions — drafted stock purchase agreements and related documents, loan agreements, transaction memoranda, and plan documents for acquisitions of entities by employee stock ownership plans.

Researched and drafted legal memoranda on various tax and ERISA related issues concerning employee benefit plans.

Drafted policies and procedures required for health plans to comply with the privacy requirements of HIPAA.

Prepared IRS determination letters request packages and responses, including Forms 5300 and 5310, Schedule Q, attachments and demonstrations, and other necessary documents, and applications to the IRS under the IRS' EPCRS and DFVCP programs.

Advise financial institutions on employee benefit and labor and employment matters, including employment contracts, ESOPs and related issues.

News & Insights

Speaking Engagements

PacWest Bankers Association, Succession Planning, Seattle, WA, December 2019

PacWest Bankers Association, Opportunities for Raising Capital

Wisconsin Bankers Association, Succession Planning, Madison, WI, October 2019

CEO Affiliation Program, New York City, NY, April 2019

CEO Affiliation Program, Sarasota, FL, April 2019

CEO Affiliation Program, Phoenix, AZ, March 2019

CEO Affiliation Program, Vail, CO, February 2019

CEO Affiliation Program, Charleston, SC, October 2017

CEO Affiliation Program, Naples, FL, October 2017

CEO Affiliation Program, Pebble Beach, CA, September 2017

CEO Affiliation Program, Colorado Springs, CO, September 2017CEO Affiliation Program, Naples, FL, October 2017

Publications

Co-author, “Compensation Strategies in Connection with Bank Sales,” The Texas Independent Banker, May 2016

Co-author, “Why Your Bank Needs a Capital Plan,” Banking Exchange, April 2016

Co-author, “IT Agreements Are Not Just Forms,” The Wyoming Banker, September 2015

Co-author, “Small Business Lending Fund Update,” Colorado Banker, July 2011

Co-author, “Small Business Lending Fund: Points for Subchapter S Corporations to Consider,” ICBA’s Subchapter S: The Next Generation, June 2011

Co-author, “Business Lending Fund Update,” The Wyoming Banker, May 2011

“Packaging Incentives, Regulation Station,” Independent Banker, March 2011

“Regulators Issue Interagency Guidelines on Sound Incentive Compensation Policies,” The Arkansas Community Banker, Spring 2011

Co-author, “Updates: The Small Business Lending Program,” The Arkansas Community Banker, Winter 2011

Admissions

  • Texas

Education

Southern Methodist University, J.D., 2001

  • Order of the Coif, cum laude

Texas A&M University, B.S., 1992

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