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Overview

Art represents banks and their holding companies, clients acquiring banks, and companies opening banks throughout the transactional process.

He regularly drafts merger and acquisition agreements, negotiates and documents both debt and equity capital raising in public and private offerings, addresses financing and corporate structuring, and completes regulatory requirements regarding all such activities. He also assists with general corporate maintenance for banks and financial institutions. In addition, Art frequently interfaces with regulators and regulatory agencies and is extensively experienced with preparing for and responding to regulatory examinations and negotiating informal and formal regulatory orders. He routinely works at the very highest levels of confidentiality.

A seasoned attorney and chair of the firm’s Financial Institutions M&A & Regulatory Compliance team, Art has represented banks and financial institutions since 1980, devoting his career to the California banking industry. He’s deeply familiar with all aspects of the banking world and understands the concerns and challenges facing bankers and bank boards of directors. His experience advising financial institutions includes mergers and acquisitions, capital raising, SEC filings and regulatory reporting, corporate governance, regulatory enforcement, loan documentation and restructuring, and consumer compliance and operations. Art is extensively knowledgeable regarding the legal requirements in this heavily regulated industry and has worked closely and directly with many of the regulators at all levels, including the Federal Reserve, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation (FDIC), and California Department of Financial Protection and Innovation (DFPI).

In 2023, Art joined Husch Blackwell with the aim of building the firm’s Banking & Finance team into a national practice assisting banks with corporate matters, major corporate transactions, and regulatory compliance. He primarily divides his own practice between SEC filings, regulatory reporting, and related oversight; mergers, acquisitions, and other major corporate transactions; and regulatory work.

Clients value Art as a trusted confidant and advisor: an attorney who knows banking on a cellular level, he can be counted on to provide not just generic legal advice, but legal advice that’s grounded in the banking industry. He understands the motivations and concerns of banking clients, and he offers counsel that’s not only legally correct, but also correct for a client’s business needs.

Industry

Services

Recognition

  • Martindale-Hubbell AV Preeminent® Peer Review Rated

Education

  • J.D., Temple University James E. Beasley School of Law
  • B.A., Temple University
    • summa cum laude
    • Phi Beta Kappa

Admissions

  • California
  • Pennsylvania
  • U.S. Court of Appeals, Third Circuit

Professional Memberships and Certifications

  • California Bankers Association
  • California Community Banking Network
  • Independent Community Bankers of America
  • American Bar Association
Experience
  • Representing Community West Bancshares (NASDAQ: CWBC), a bank holding company, in merger with Central Valley Community Bancorp (NASDAQ: CVCY). The all-stock transaction was valued at approximately $99 million.
  • Representing PCB Financial Inc., a California corporation, in its stock and cash acquisition through merger of Northern California Bancorp, Inc., and NCB's wholly-owned subsidiary Monterey County Bank.
  • Represented Stonemor Partners (NYSE: STON), a leading owner/operator of cemeteries and funeral homes in multiple states and Puerto Rico, in its $447.5 million recapitalization transaction, consisting of a $385 million private placement of 9.875% Senior Secured PIK Toggle Notes to various noteholders and concurrent private placement of $62.5 million of liquidation value of Series A Convertible Preferred Units of the Partnership to Axar Capital Management.
  • Represented Valley Republic Bancorp (OTCQX: VLLX) in its private placement of $20 million in fixed-to-floating rate subordinated notes, the net proceeds of which will support its growth.
  • Represented Valley Republic Bancorp in its merger with and into TriCo Bancshares (NASDAQ: TCBK) resulting in a combined company of approximately $10.1 billion in assets.
  • Represented Bank of Southern California in its $33 million acquisition of CalWest Bancorp and its wholly-owned bank subsidiary, CalWest Bank.
  • Represented Southern California Bancorp in its bank holding company formation.
  • Represented DMG Bancshares, a Delaware corporation in its acquisition of 100% of the outstanding shares of common stock of California First National Bank from California First National Bancorp.
  • Represented Bank of Southern California in an acquisition including negotiating and documenting the merger agreement, conducting a fairness hearing before the California Dept. of Business Oversight for a stock permit, preparing the joint proxy materials and preparing the regulatory applications.
  • Represented Gateway Bank, F.S.B., headquartered in Oakland, California focused on servicing the Asian ethnic community, in its private placement offering of common stock, resulting in raising $10.5 million in capital (a significant part of the Bank's achieving compliance with the regulatory order to which the Bank is a party and returning the Bank to positive financial performance).
  • Represented American Riviera Bank (OTC Markets: ARBV), a full-service community bank, in its $8.5 million capital-raise of common stock, the net proceeds of which will support growth and expansion in California's Central Coast.
  • Represented GLR Services, Inc., an affiliate of PRISA Radio, SA, PRISA Radio, the world's largest Spanish-language radio group, in the $7.5 million sale of GLR Southern California LLC, a wholly-owned subsidiary, to H&H Group USA, completing PRISA's divestiture of Mexican radio station XEWW-AM, which broadcasts programming across the border into the U.S.
  • Represented CBC Bancorp in its acquisition of Bay Community Bancorp, an all-cash transaction valued at $14 per common share. The acquisition merged institutions from two of California's largest banking markets, resulting in approximately $3.5 billion in combined assets.
  • Represented PCB Financial in its recently announced acquisition of Northern California Bancorp where NCB and its wholly owned subsidiary Monterey County Bank are now wholly owned subsidiaries of PCB.
Community Leadership

Art values pro bono legal work and has represented Habitat for Humanity particularly often in real estate transactions.