Miles T. Patton

I represent clients in corporate and mergers and acquisitions related matters, with a focus on working with community banks. This includes conducting due diligence, drafting transaction documents, preparing regulatory applications, and anything else necessary to get the transaction to the finish line. I also have experience in general corporate matters such as capital raising, formation of corporate entities or subsidiaries, drafting or amending articles of incorporation, bylaws, shareholder/buy-sell agreements, operating agreements, and advising clients on how directors and officers should operate to ensure compliance with their fiduciary duties.

I work with work with clients to prepare applications and process other regulatory related matters before the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve, and many state banking agencies, including the Minnesota Department of Commerce, the North Dakota Department of Financial Institutions, and the Wisconsin Department of Financial Institutions. I have experience in merger applications, branch purchase and assumption applications, change in control applications, applications to acquire nonbanking subsidiaries or engage in nonbanking activities, opening up loan production offices or deposit production offices, permission for dividends, termination of deposit insurance applications and related dissolution of depository institutions. In addition to formal applications, I have a strong understanding of federal regulations applicable to depository institutions, including, but not limited to Reg W (Affiliate Transactions), Reg O (Insider Loans), Reg DD (Truth In Savings), Reg Z (Truth In Lending), Reg E (Electronic Fund Transfers), Prohibited Management Interlocks, Capital Requirements, Reg Y (Bank Holding Companies and Change in Bank Control), Reg BB (Community Reinvestment Act), and Section 19, among others.

I advise and assist clients in employee benefits related matters, including the structuring, implementation, and termination of Employee Stock Ownership Plans (ESOPs). I also have experience advising and representing businesses with employment agreements, executive compensation agreements, severance agreements, change in control agreements, salary continuation agreements, nonqualified deferred compensation agreements, stock options, restricted stock agreements, and profits interest agreements. In connection with change in control agreements, I help businesses navigate the ”golden parachute” rules of Section 280G of the Internal Revenue Code in order to help businesses avoid or limit potential excise taxes.