Bob Carpenter has demonstrated his ability to help shape law and practice. An avid follower of "cutting edge" legal developments and lending his voice to those seeking constructive change, Bob is not just a "joiner," but rather a contributor. His participation in ground breaking lawsuits, contract negotiations and transactions testifies to that.
2008
US Bancorp Community Development Corporation
Gemstone Lease Management, LLC
Connecticut Clean Energy Fund
AFC First Financial Corporation
Gemstone developed, proposed and obtained financing for a unique public/private, tri-party collaboration with AFC and CCEF to establish a consumer solar leasing program that provides an economically attractive financing option for Connecticut homeowners. The CT Solar Leasing Program captures the financial advantages of an equipment leasing structure and the pairing of public incentives, such as CCEF rebates and the monetization of renewable energy attributes such as renewable energy credits, with monetization of Federal investment tax credits.
►For Gemstone: Bob Carpenter
Turner & McDonald, Philadelphia (PA opinion)
►For USB: Nixon Peabody, Boston
Susman, Duffy & Segaloff, New Haven, CT (CT opinion)
►For CCEF: Wiggin and Dana, New Haven, CT
►For AFC: Johnanson Berenson, Great Falls, VA
Fiserv Solutions, Inc.
River Valley Bancorp, Inc.
River Valley renegotiated its information technology outsourcing arrangement to begin processing with Fiserv’s comprehensive and integrated offerings. In doing so, River Valley and Fiserv negotiated critical service level agreements (SLAs) that create a partnership for success framework and a better allocation of risk for data breaches.
►For River Valley: Bob Carpenter
►For Fiserv: Staff Counsel
Fidelity Information Services, Inc.
Firstrust Bank
Firstrust, a $2 billion community bank near Philadelphia, extended its 15-year relationship with Fidelity in a recently concluded contract amendment. Firstrust and Fidelity reconciled provisions among their data processing, items processing and network services agreements to provide for uniform regulatory compliance requirements, dispute resolution mechanisms, quantitative and qualitative limitations of liability and risk allocations. The parties focused efforts particularly on data security and contract clarity.
►For Firstrust: Bob Carpenter
Joseph F. Mikolaitis, EVP & General Counsel
►For Fidelity: Staff Counsel
2007
Planet Group, Inc.
Electronic Commerce Partners Acquisition Fund I, LP
ECP sold its ownership, along with its licensor position, in e-payments software to Planet Group of Omaha. The sale required establishment of clear title to proprietary code developed by numerous employees and independent contractors over more than 10 years and under several prior owners.
►For ECP: Bob Carpenter
2006
Stargate Holdings Corp.
Electronic Payments Processing, LLC
EPP d/b/a AssureBuy sold its Schaumburg, Illinois business operations and licensed its proprietary e-payments technology to Naperville, Illinois-based Stargate Holdings. Stargate provides compute services, web hosting, merchant account and payment processing solutions. EPP retains ownership of its intellectual property to further develop and license it.
►For EPP: Bob Carpenter
►For Stargate: Lord Bissell & Brook, Chicago
2005
Electronic Commerce Partners Acquisition Fund I, LP
AssureBuy, Inc.
ECP, through its portfolio company Electronic Payments Processing, LLC, acquired substantially all of the assets of AssureBuy, Inc., an industry leader since 1994 in providing robust and comprehensive electronic payment processing solutions. The assets included unique proprietary electronic bill presentment and payment, Microsoft Dynamics® GP extensibility and risk management products. EPP will do business as AssureBuy.
►For ECP: Bob Carpenter
►For AssureBuy: Gordon & Glickson, Chicago
2004
Electronic Commerce Partners
Principals, who had previously pioneered successful investment in a roll-up of bank data processing companies, organized Electronic Commerce Partners, LLC, headquartered in West Palm Beach, Florida, and its affiliated private equity fund Electronic Commerce Partners Acquisition Fund I, LP to pursue e-commerce investment opportunities. Investment funds were raised from high net worth individuals in a private offering.
►For ECP: Bob Carpenter
Fidelity National Financial, Inc.
Aurum Technology, Inc.
Fidelity’s Integrated Financial Solutions division acquired the $300 million bank data processing business of Aurum. The transaction included the acquisition of ongoing outsourcing customer relationships, licensed technology solutions and proprietary information technology.
►For Aurum: Bob Carpenter, General Counsel
Kirkland & Ellis, Chicago
►For Fidelity: Staff Counsel
Foley & Lardner, Jacksonville
2003
Aurum Technology, Inc.
Unisys Corporation
Aurum and Unisys entered into a joint software development project to move Unisys’ Transaction Manager front-end bank data processing product from client-server technology to thin-client format and to enhance its transactions capacity for the U.S.-based consumer banking market.
►For Aurum: Bob Carpenter, General Counsel
►For Unisys: Staff Counsel
2002
Aurum Technology, Inc.
Computer Consultants Corporation
Aurum purchased the outstanding stock of CCC, a Salt Lake City-based company that processes data primarily for the credit union industry. The deal included acquisition of intellectual property — a Microsoft® Windows®-complete system — that represented a transformation in transaction processing capabilities for credit unions.
►For Aurum: Bob Carpenter, General Counsel
►For CCC: Jones Waldo, Salt Lake City
Aurum Technology, Inc.
Morningside Corporation
Aurum acquired Morningside, Kansas City, Missouri. Morningside had developed a new bank data processing application using a current code language and employing server-based compute resources. The intellectual property acquisition included resolving infringement and trade secrets misappropriation matters.
►For Aurum: Bob Carpenter, General Counsel
►For Morningside: Spencer Fane Britt & Browne, Kansas City, Missouri
2001
Aurum Technology, Inc.
GFS Technologies
Aurum acquired GFS Technologies’ business in a non-taxable stock exchange involving creation of preferred issues and special purpose entities to ensure appropriate tax treatment. The acquisition involved transfer of a portfolio of recurring revenue from data processing and sale of the supporting infrastructure, including data centers and intellectual property rights.
►For GFS: Bob Carpenter, General Counsel
Wilmer, Cutler & Pickering, Wash., DC (Tax)
►For Aurum: Kirkland & Ellis, Chicago
1999
GFS Technologies
On-Line Financial Services, Inc.
GFS acquired the stock of On-Line, a subsidiary of Argo Bancorp. The acquisition included a mature, real-time S&L processing platform that serviced many Chicagoland community banks and S&Ls and a stable recurring revenue stream from back office data processing services.
►For GFS: Bob Carpenter, General Counsel
►For On-Line: Kemp & Grzelakowski, Oak Brook, Illinois
GFS Technologies
Gateway Financial Services, Inc.
GFS acquired the stock of Gateway, a family-owned data processing facility in St. Louis, that also provided item processing services. The transaction was completed in two stages – first, taking of a minority stake; and then completing acquisition of the remaining stock from numerous shareholders. The transaction required transfer of a favorable license to third-party software essential to the value of the business and negotiation of a bank credit facility.
►For GFS: Bob Carpenter, General Counsel
►For Gateway: Sandberg, Phoenix & von Gontard, St. Louis
1998
Ocwen Financial Corporation
Cargill, Incorporated
Cargill’s wholly-owned subsidiary Access Financial de-constructed its portfolio of securitized subprime mortgages secured by residential real estate and manufactured housing. The transaction, the first of its kind, transferred all of Cargill’s positions such as Master Servicer and Beneficial Owner, thus allowing Cargill to disengage entirely from the long-term securitizations.
►For Cargill: Bob Carpenter, General Counsel – Access Financial
Faegre & Benson, Minneapolis
►For Ocwen: Staff Counsel
Paul, Hastings, Janofsky & Walker, New York
1997
Crescent Bank & Trust
Cargill, Incorporated
Cargill foreclosed on security for defaulted financing of Granite Financial, a Milwaukee auto lender, and formed Maxim Financial, a nationally-licensed lender, to work out distressed assets. Maxim serviced loan assets taken in foreclosure to maximize value and later closed portfolio sales of both performing and non-performing loans to specialty lender Crescent Bank & Trust of New Orleans.
►For Cargill: Bob Carpenter, General Counsel – Maxim Financial
►For Crescent: Staff Counsel
1993
Goldman Sachs
ITT Corporation
ITT Corporation, one of the early conglomerates, exited its unsecured consumer loan business by selling its $2.2 billion portfolio to an investment group led by Goldman Sachs – the 13th largest deal on Wall Street in 1993. ITT retained an interest in the venture and continued loan servicing on an interim basis.
►For ITT: Bob Carpenter, General Counsel – ITT Fin. Svcs.
Staff Counsel
Jones Day, New York
►For Goldman: Cleary Gottlieb, New York
Allied-Bruce Terminix Co. v. Dobson
American Bankers Association et al. (Amici)
A San Francisco County, California trial court issued a state-wide injunction prohibiting enforcement of the arbitration clause in ITT Financial Services’ consumer loan contracts. A California appeals court upheld the ban, and two weeks before granting certiorari in the Allied-Bruce Terminix case the U.S. Supreme Court refused to hear ITT’s appeal. ITT, through the ABA, then intervened in the Allied-Bruce Terminix case. The Alabama State Supreme Court had invalidated the mandatory predispute arbitration clause in Dobson’s termite control contract on the basis of a state statute making such agreements unenforceable. The court also found that the Federal Arbitration Act did not apply because the parties entering the contract contemplated transactions that were primarily local and not substantially interstate. The U.S. Supreme Court reversed the state court rejecting both the state law basis for invalidating the arbitration clause and the “contemplation of the parties” analysis. The Court adopted ITT and the ABA’s broad arguments for the enforceability of predispute arbitration agreements.
►For ABA: Bob Carpenter, General Counsel – ITT Fin. Svcs.
Gibson, Dunn & Crutcher, Washington, DC
►For Allied-Bruce: Chason & Chason, Bay Minette, Alabama
►For Dobson: Farr & Taranto, Wash., DC
1990
Household Bank FSB
Resolution Trust Corporation
Household assumed $2.9 billion in deposits and bought certain residential mortgage assets from the RTC – deposits and assets that had been part of the Southern California branch network on the failed Imperial Savings & Loan Association.
►For Household: Bob Carpenter, General Counsel
►For RTC Staff Counsel
1983
Federal Savings & Loan Insurance Corporation
J.E. Robert Companies
FSLIC contracted with JER to manage a portfolio of real estate assets that had been acquired from failing savings associations. This was the first such contract awarded to a private management firm and included incentives for successful management against established metrics.
►For FSLIC: Bob Carpenter, Staff Counsel
►For JER: Bayh, Connaughton, Fensterheim & Malone, Wash., DC
1979
State of Alabama v. James E. Burke
Alabama Securities Commission (Amicus)
Defendant Burke’s conviction for securities fraud had been reversed by the intermediate appellate court, which found that the medical laboratory testing scheme Burke had sold was not a security under the Alabama Blue Sky Law. The Alabama Securities Commission filed as amicus in support of the state’s petition for review and for overturning the State Supreme Court’s prior narrow interpretation of “investment contract.” The Supreme Court reversed and remanded the intermediate court’s ruling and adopted ASC’s suggested broad definition of “investment contract” as a security.
►For ASC: Bob Carpenter, Assistant Attorney General
►For AL: Office of the Attorney General
►For Burke: Richard L. Taylor, Esq.
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