Tufts University, BA, cum laude
Columbia University Law School, JD
Steve also has significant experience in banking law and regulation, as well as lender and borrower representations in negotiating and documenting credit transactions and problem asset resolutions. He has served as special counsel to federal and state bank regulatory authorities, nationally and regionally, and has negotiated with them on behalf of financial institutions in connection with the resolution of regulatory orders and proceedings. As both in-house and outside general or special counsel for financial institutions, he has developed and executed strategies for and coordinated multi-jurisdictional programs and systems for asset dispositions and litigations.
Steve has prepared both private offering memoranda and registration statements in connection with private and public offerings of securities and has represented offerors and both individual and institutional investors in connection with transactions exempt from the registration requirements of federal and state securities laws. He has also conducted investigations for committees of independent corporate directors, and successfully resolved enforcement inquiries and investigations by the Securities and Exchange Commission (the SEC).
- Public company and private acquirers and investors, institutional and high net worth individual equity and debt funders, as well as businesses seeking capital from those and other sources;
- Both operators and providers in connection with various joint venture, licensing, production and similar arrangements, ancillary businesses serving the cannabis industry, and sellers of substantial ownership interests in those businesses.
General Business, Securities, Merger & Acquisition and Corporate and Real Estate Finance
- Issuers, underwriters and selling shareholders in connection with federal and state requirements with respect to initial, secondary and/or follow-on public offerings of equity and debt securities, including the preparation and filing with the SEC of numerous registration statements;
- Issuers in the preparation of private offering memoranda with respect to the issuance and sale of equity and debt securities pursuant to exemptions from federal and state registration requirements;
- Issuers and institutional and individual investors in the negotiation of terms and the preparation of agreements and other documentation with respect to investments in connection with private offerings of common and preferred equity and convertible and subordinated debt;
- Publicly and privately-owned businesses and institutional and individual investors in connection with purchases and sales of non-real estate related businesses and assets for cash or securities, reorganization and merger and acquisition transactions, the structuring of the transactions and the negotiation and preparation of agreements and related documentation with respect thereto. These transactions involved businesses including manufacturers of industrial products such as machine tools, consumer products such as a major regional ice cream company, textile manufacturers, non-bank financial services firms such as an investment advisory firm managing a family of mutual funds that was sold to Neuberger and Berman, manufacturers of military equipment.
- A privately owned hotel and hotel management companies with annual revenues of up to $100 million in connection with the negotiation and documentation of the acquisition and disposition of properties in Ohio, Texas, Florida, Massachusetts, North Carolina and California, of hotel management companies managing properties in multiple states and of franchise agreements with franchisors including Marriott, Hilton, Westin and Sheraton, Days Inn, Ramada, and various limited service franchisors;
- A local developer group in the negotiation and documentation of a joint venture with one of Japan’s largest construction companies and for the development, financing and construction of the 500 room Westin Hotel and underground parking garage contiguous to the Convention Center in downtown Indianapolis, Indiana. This representation included the negotiation and documentation of various state, county and city economic development incentives and an agreement by the Lily Foundation to finance a $7 million urban park on the roof of the hotel’s parking garage;
- The chief of the Oneida Indian Nation of New York, which had the first high stakes gaming casino in the state, in the negotiation and documentation of a multimillion dollar per year employment agreement and representation of the Nation in the negotiation and documentation of a transaction for the financing by the Nation of the production and distribution of a series of movies through theaters and cable networks.
- Served as an independent arbitrator, on a panel with two retired federal court judges, in a binding arbitration in connection with a law firm dissolution.
Banking Law, Regulation and Problem Asset Resolution
While Executive Vice President and General Counsel of one of Ohio’s largest banking organizations:
- Direct line responsibility for three subsidiary banks and all non-banking subsidiaries, which included a majority owned, publicly registered small business investment company and wholly owned leasing and capital management subsidiaries;
- Served as a member of the corporate credit review committee and a member of the board of managers for the bank’s 1 million square foot headquarters office building;
- Appointed by the board, during a hiatus between chief executive officers, as a member of a three-person managing committee responsible for the exercise of the authority of the chief executive and the day to day operation of all facets of the organization’s businesses;
- Responsible for the maintenance of the organization’s regulatory relationships with the Federal Reserve, the Federal Deposit Insurance Corporation (the FDIC) and Ohio Banking Department, including the oversight of examinations and resolution of multiple regulatory issues.
In transactions involving billions of dollars and individual and agency credits, Steve represented:
- Lenders and borrowers in the negotiation and documentation of loan transactions involving secured and unsecured industrial and commercial credits and real estate credits involving office buildings, hotels and resort properties, multi-family rental housing, condominiums, and industrial, warehouse and distribution facilities;
- Lenders and borrowers in the re-negotiation and workout of non-performing loans collateralized by the full spectrum of real estate and other commercial/business assets, including inventories and receivables;
- Lenders in the enforcement of guarantees, the disposition of performing and nonperforming notes and the tracing, acquisition of title to and the disposition of real estate and other underlying collateral in both individual and bulk portfolio transactions
- Developed and coordinated systems for financial institutions in connection with the selection, retention and management of creditors’ rights, general commercial litigation and transactional counsel in multiple jurisdictions throughout the United States and U.S. Territories, including the negotiation and oversight of staffing, rates, progress reporting, performance measurement and evaluation, and billing and payment;
- Coordinated the multi-office representation of the RTC in connection with institution closings and seizures, supervisory assisted acquisitions and asset dispositions, and director and officer liability, loan collection and other litigation matters;
- As special counsel to the RTC, co-led counsel in the conduct of a review of all 1988/89 conventional Federal Savings and Loan Insurance Corporation assisted transactions and the preparation and submission of a “Report to The Oversight Board of the RTC and Congress” with respect thereto and in the issuance of a legal opinion confirming the constitutionality of FSLIC assistance;
- Played a lead role in several aspects of the special counsel representation of the State of Ohio in connection with the failure of the Ohio Deposit Guarantee Fund (the ODGF), including coordination with multiple other firms of the grant of insurance by the FDIC to certain of the institutions and a special auction of other of the institutions that had been ODGF insured;
- Negotiation/resolution on behalf of distressed insured institutions of Memoranda of Understandings, Cease and Desist Orders and recapitalization transactions with various regional offices of the FDIC, state banking departments, the Comptroller of the Currency, the Office of Thrift Supervision (the OTS) and/or Federal Reserve and Federal Home Loan Banks;
- Conducted an independent investigation at one of the largest saving and loans in the U.S., reporting to the CEO and an independent director, regarding alleged violations of banking regulation, including the issuance of a detailed report and presentation of the results of the investigation and the report to the regional office of the OTS. As a result of the voluntary conduct of the investigation and submission of the results to the OTS, the matter was resolved with no regulatory action against the institution;
- Conducted an investigation and prepared a report to a committee of independent directors of a banking organization, Federal Reserve authorities, the Enforcement Division of the SEC and the U.S. Attorney’s Office with respect to apparent violations of the Foreign Corrupt Practices Act involving activities of the senior international lending executive in connection with the unexplained payment of commissions into a code named account in the Cayman Islands. As a result of the voluntary investigation and disclosure of its results, no regulatory actions were taken against the banking organization, although two of its executives were indicted;
- Represented a banking organization in connection with an investigation by the Enforcement Division of the SEC into the adequacy of loan loss reserve provisions over multiple years and the appropriateness of the process for determining such provisions. The investigation was terminated by the SEC without any action against the organization;
- Represented organizers of de novo banks and bank holding companies, and of purchasers and sellers of banks, bank holding companies and thrifts ranging in asset size from $10 million to $2 billion. The representations included the negotiation and documentation of transactions and the preparation and approval by federal and state regulatory authorities of applications required in connection therewith;
- Served as special counsel to directors of a bank in connection with the resolution of U.S. Treasury Department currency violation complaints;
- Negotiation and documentation of executive employment and “golden parachute” agreements for senior executives of insured banking and savings institutions and the preparation and documentation of cash and stock incentive plans and programs including, as appropriate, the preparation and filing with the SEC of registration and/or proxy statements with respect thereto, as well as the representation of new executives of an insolvent mutual savings and loan in negotiating with and securing required approval of employment agreements by Federal Home Loan Bank regulators.
Courts & Bar Admissions
- Arizona Bar
- California Bar
- New York Bar
- Ohio State Bar
Professional Honors & Awards:
- Recognized for the 35th anniversary of his rating at the highest level of the Martindale-Hubbell Peer Review process, AV, 5.0 out of 5
- Recognized as one of the top bank lawyers in Arizona in the rankings published by the AZ Business Magazine
Professional & Civic Affiliations:
- Barrow Neurological Foundation, Board of Trustees Member (10 years)
- The Make-A-Wish Foundation of Arizona, Board of Directors Member (6 years)
- The Phoenix Public Library Foundation, Board of Directors Member (3 years)
- The Southwest Autism Research & Resource Center (SARRC)
Presentations & Publications:
- The Walker Center of Global Entrepreneurship of The Thunderbird Graduate School of Global Management, Guest Lecturer
- Arcview and Kahner Global Investor Conferences, Speaker/Panelist in venues including Las Vegas, Los Angeles, Ft. Lauderdale and Toronto
- "Is there a pot-com bubble on the horizon?" Westlaw (February 20, 2019)
- "Altria Cannabis M&A Momentum" (January 31, 2019)
- "Corona Owners Investment, a Turning Point; Constellation/Brands," Law360 (September 11, 2018)
- "Marijuana 2016: Dance with the Angels or Swim with the Sharks" (April 2016)