In this episode, "Third Party Consents – Warehouse Facilities and Regulatory Approvals," hosts Lauren and Brian are pleased to welcome back Steve Smith, along with two partners from Mayer Brown: Krista Cooley and Susannah Schmid. We discuss how best to approach warehouse lenders with respect to the consent process. This discussion includes outreach efforts and what essential points the parties should be prepared to address. Our guests also share some strategies for collaborating with warehouse lenders and other emerging trends regarding legal terms. We conclude the episode by discussing the co ..read more

In this episode, "Definitive Agreement Terms and Negotiations," hosts Lauren and Brian are joined by Jennifer Fuller and Michael Linger of Houlihan Lokey and Michael Serafini of Mayer Brown. We begin by reminding our listeners of common deal structures prevalent in mortgage M&A and provide an overview of the material terms in the agreements. Our guests from Houlihan Lokey then delve into considerations for originators and servicers, explore how bankers can be helpful if there are sticking points in negotiations, and we conclude the episode by sharing our predictions for the evolving landsc ..read more

In this episode, “Fair Lending Due Diligence,” hosts Lauren and Brian are joined by David Skanderson, Vice President at Charles River Associates, and Tori Shinohara, a partner at Mayer Brown and a member of the Consumer Financial Services practice. We discuss key fair lending legal risks to consider when conducting mortgage due diligence, including how companies can employ statistical testing methods to assess these risks. We also explore the inherent nature of these risks and how to determine their materiality, while highlighting what acquirers should look for in terms of controls and monitor ..read more

In this episode, hosts Lauren Pryor and Brian Hale are joined by three seasoned Mayer Brown attorneys: Stephanie Vasconcellos, Kim Leffert, and Peter Kim. They discuss key considerations for diligence in equity and asset transactions, including corporate and employment matters such as employee classification. They will also consider the complexities that arise with respect to retention and compensation arrangements and highlight important decisions for parties as they enter the post-closing transition phase ..read more

In this episode, “Term Sheet Negotiations,” Lauren, Brian and Jay will discuss the key deal points that should be addressed during the LOI stage and in the term sheet. They emphasize the importance of framing key economic issues and retention arrangements early in the negotiations. Additionally, the hosts will touch on the differences between sell-side and buy-side investment banking engagements, as well as those between a strategic buyer and a financial sponsor in these negotiations ..read more

In this episode, "Fixing to Get Ready: Financial Preparation," we discuss the critical aspects of financial readiness. Hosts Lauren and Hale are joined by Ken Richey and Steve Smith, seasoned professionals with extensive experience advising clients in the industry. Ken, the founder of Richey May & Co., specializes in creating customized business and tax planning strategies for clients. Steve is an industry consultant with over 35 years of experience in financial services and mortgage banking. Together, they address essential considerations for owners and sponsors who are contemplating the ..read more

"Deal Trends and Market Cycles," hosts Lauren Pryor and Brian Hale are joined by Laurence Platt, senior counsel in Mayer Brown's Financial Services practice, a seasoned legal advisor to the mortgage banking industry for many years. These three delve into key elements of successful transactions, identify deal breakers they've encountered, and offer insights on M&A predictions for 2024 ..read more

Mayer Brown partners Andrew Noreuil, Michael Gill and Brian Massengill discuss two recent decisions of the Delaware Supreme Court regarding the ability of parties to limit their liability for fraud in an M&A transaction and the insurability of fraud under a directors and officers liability insurance policy ..read more

Mayer Brown partners Andrew Noreuil and Joseph Castelluccio and associate Ryan Ferris discuss the ordinary course of business in the shadow of the pandemic, focusing on the recent Delaware Court ruling that measures resulted in breach of covenant ..read more

Mayer Brown partners Mark Ryan, William Stallings and Scott Perlman discuss antitrust issues in the dynamic fintech industry, specifically relating to mergers and acquisitions ..read more