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Miles T. Patton

Any goal is achievable with enough work and the right process.

Contact: P /612.604.6792E /[email protected]

Education

University of Iowa College of Law, J.D., with High Distinction, 2022

• Order of the Coif
• Student Writer, Journal of Gender, Race & Justice
• Dean’s Award for Academic Excellence for Foundations of International Law
• Dean’s Award for Academic Excellence for Business Associations
• Faculty Awards for Academic Excellence in Contracts
• Faculty Awards for Academic Excellence in Property

University of Minnesota, B.A., Political Science, with Highest Distinction, Minor in German, 2019

• Division 1 Wresting
• Big 10 Distinguished Scholar-Athlete Award

Bar Admissions

Minnesota, 2022

My Approach

There’s a saying in the wrestling world: “once you have wrestled, everything else in life is easy.” I wouldn’t say that being a lawyer is easy, or that I take clients’ concerns lightly, but I will say that as a former Division 1 wrestler, and having worked alongside All-Americans, National Champions and Olympians (including a gold medalist), I know firsthand the dedication and determination necessary to achieve remarkable goals. As a lawyer, I apply that same level of dedication and determination to achieving outcomes for clients.

My favorite aspect of working with banks and businesses is that, at the end of the day, there’s something real to show for it – whether it’s a bank merging, opening a branch in a new area or offering new services, our work has a large and lasting impact on the community.

Outside of work, I enjoy weightlifting, running, trying new restaurants, and taking walks with my wife and our dog Soos.

Practice Areas

Practicing Community Banking

My Experience

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.

Representative Matters

• Participated in transaction involving a bank holding company acquiring another bank charter, both located in North Dakota. Subsequently thereafter, led the process for the affiliated bank merger occurring between the solely owned subsidiary banks.
• Participated in transaction involving unique ownership structure whereby two separate bank holding companies with common ownership merged together with the shareholders of both entities becoming the shareholders of the new entity. Both institutions were located in Minnesota.
• Participated in transaction involving a Wisconsin bank holding company’s acquisition of a federal savings and loan association holding company located in Minnesota.
• Participated in transaction involving a federal savings and loan holding company located in Minnesota in its sale of both of its branches to two different buyers both located in Minnesota.
• Participated in transaction involving a bank holding company located in Minnesota in its sale to a publicly traded bank located in Minnesota.
• Participated in transaction involving a bank holding company located in Minnesota in its acquisition of another bank holding company. Subsquently thereafter, helped lead the process for the affiliated bank merger occurring between the two solely owned subsidiary banks.
• Participated in transaction involving a bank holding company located in North Dakota, in its sale to another bank holding company located in North Dakota. In addition to cash consideration for the selling shareholders, a portion of the consideration was also given in stock of the resulting institution.

Practicing Bank Regulatory

My Experience

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.

Representative Matters

• Filed Change in Control Application with the Federal Reserve involving complex estate planning matters whereby a controlling shareholder sought permission to transfer his ownership to a number of trusts for the benefit of his children in a multi-step process.
• Helped prepare an Application with the Office of the Comptroller to convert a federal savings and loan association to a national charter in connection with the consummation of an acquisition of such federal savings and loan association by a national bank. This was done in order to prevent the acquiring national bank from having to divest ownership of some of the branches of the savings and loan association being acquired.
• Helped prepare numerous (i) Interagency Bank Merger Act applications in connection with acquisitions, (ii) FR Y-10 notices in connection with change in a bank holding company’s organizational structure, (iii) FR Y-3s relating to acquiring a bank or bank holding company, and (iv) FR Y-4s relating to notice of a bank holding company engaging in a new activity.
• On multiple occasions, have helped prepare the regulatory applications in connection with the liquidation and dissolution of a federal savings and loan association subsequent to its sale of substantially all of the savings association’s assets and liabilities to a credit union. This includes submission of a (i) voluntary liquidation plan to the Office of the Comptroller of the Currency, (ii) certain documentation with the Federal Deposit Insurance Corporation to terminate the savings association’s deposit insurance, and (ii) certain documentation with the Federal Reserve to deregister the holding company as a savings and loan holding company.
• On multiple occasions, have helped bank holding companies dissolve subsequent to the sale of their subsidiary banks.
• Numerous branch relocations applications on behalf of national banks located in Minnesota.
• Fifty-state knowledge of loan production office requirements for banks as well as general understanding of foreign registration requirements for banks.
• Submission of persuasive Letter to the Office of the Comptroller of the Currency regarding the non-applicability of Minnesota’s home state office protection rule to national banks in connection with a branch establishment application.
• Multiple preemption analyses on behalf of national banks with respect to the applicability of state laws.

Practicing Employee Benefits

My Experience

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.

Representative Matters

• Represented $80 million dollar construction company in its 100% sale to an ESOP. This included drafting and negotiation of the plan documents, drafting appropriate corporate authority and ancillary documentation, negotiation of loan documentation, organization and coordination of the closing process, as well as a formal submission to the IRS for a determination letter upon the Plan’s creation.
• Represented executives in connection with the sale of a large agricultural services cooperative in the Midwest and was able to limit the application of Section 280G to certain payments made to the executives in connection with the change of control, resulting in significant monetary gain for the executives.
• Routinely draft documentation necessary to terminate employee benefit plans in connection with mergers and acquisitions.

Also experienced in

General Corporate

Honors & Awards

MSBA North Star Lawyer

Pro Bono Service, 2023