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Michael Reed advises on public and private transactional, strategic, regulatory, compliance, corporate finance and disclosure matters. He represents publicly and privately held companies and private equity firms, with an emphasis on financial institutions and diversified companies.
Mr. Reed has regularly represented public and privately held clients in all types of acquisitions, including stock-for-stock mergers, cash mergers, going private transactions, joint ventures, strategic alliances and stock and asset purchase and sale transactions. He also has represented underwriters and issuers in capital market transactions, including public and private offerings of debt, equity, and hybrid securities, and complex structured finance transactions.
Mr. Reed advises and represents boards of directors on a variety matters, including strategic transactions, corporate governance issues, and legal issues and fiduciary duties in the context of strategic transactions and corporate governance.
Mr. Reed is a frequent lecturer and author on a variety of topics including mergers and acquisitions, fiduciary duties, disclosure matters, corporate governance, and securities laws issues.
- Counsel to multiple top 25 bank holding companies in the US for private and public mergers and acquisitions as well as corporate finance transactions and strategic and regular corporate governance advice.
- Counsel to underwriters for public and private offerings, including 144A transactions and initial public offerings.
- Counsel to multiple mortgage banking companies for mergers and acquisitions, capital raising, and strategic alliance transactions as well as strategic and regular corporate governance advice.
- Counsel to multiple private equity and venture capital firms and their portfolio companies with respect to acquisitions, divestitures, capital raising, and initial public offerings.
- Counsel to defense contracting companies and diversified industrial companies for mergers and acquisitions, strategic advice and counseling, and corporate governance matters.
- Counsel to private and publicly held REITs (including closely controlled REITs) in various capital raising transactions.
Memberships and Affiliations
- State Bar of New York
- District of Columbia Bar
- Law Society of Upper Canada (the Ontario Bar)
- American Bar Association
- US-Canada Law Institute
- The Legal Aid Society of the District of Columbia, Member, Board of Trustees
- Inspired Teaching Demonstration Public Charter School, Member, Board of Directors and Founding Group
- D.C. Campaign To Prevent Teen Pregnancy, Board Member
- Babson College, former Adjunct Professor
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
August 27, 2019, Covington Alert
On August 20, 2019, the Board of Directors of the Federal Deposit Insurance Corporation (the “FDIC”) approved a final rule (the “final rule”)1 that will significantly revise existing regulations implementing the Volcker Rule – a statutory provision that generally prohibits banking entities from engaging in proprietary trading or taking an ownership interest in, ...
May 8, 2019, Covington Alert
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
December 19, 2018
NEW YORK—Covington advised Tetragon Financial Group Limited on the merger of its GreenOak Real Estate joint venture with Bentall Kennedy, Sun Life Financial Inc.’s North American real estate and property management firm. The combined entities will be called Bentall GreenOak. Tetragon will remain an investor in Bentall GreenOak, which the merger values at $940 ...
August 8, 2018
WASHINGTON—Covington advised Wilmington, Delaware-based WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion. This is the second bank M&A deal in two weeks where Covington is representing the acquiring institution. Covington is also representing Dallas-based Veritex ...
June 4, 2018, Bloomberg Law
Michael Reed is quoted in a Bloomberg Law article regarding the impact the recent Dodd-Frank Act rollback may have on dealmaking among midsize banks. “I would say that for some of us in the industry, we thought there would be consolidation even in the absence of this bill," says Reed.
U.S. banks set for M&A wave as Trump cuts red tape
February 23, 2018, Reuters
Michael Reed is quoted in a Reuters article regarding the easing of financial rules that are expected to unleash pent-up mergers and acquisitions among mid-sized U.S. banks. According to Reed, “If there is relief on one or both of the Bank Secrecy Act/anti-money laundering or the Community Reinvestment Act ... that would be helpful for M&A by easing the ...
January 31, 2018, S&P Global
Michael Reed spoke at the Bank Director's annual Acquire or Be Acquired conference and is quoted in an S&P Global article providing insight on what bank sellers should focus on during stock deals. According to Reed, it is vital for sellers to learn as much as they can about a buyer's M&A history and its relationships with regulators. A seller wants to see that ...
November 14, 2017
WASHINGTON—Covington advised the underwriters in the $100 million initial public offering of Merchants Bancorp. Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana. Merchants currently operates multiple lines of business with a focus on Federal Housing Administration multi-family housing and healthcare facility financing and ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora ...
April 24, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act, its comprehensive regulatory reform bill (“CHOICE Act 2.0”). The Committee released the first version of the bill (“CHOICE Act 1.0”) in June 2016.
February 3, 2017, Covington Alert
Throughout his campaign, President Donald Trump promised to curtail financial regulations, particularly those promulgated under the Dodd-Frank Act. President Trump argued frequently that the regulations issued under the act have proven overly burdensome and, among other things, limited job growth. This afternoon, the President took his first formal step in ...
June 3, 2016
NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...
October 8, 2015
WASHINGTON, DC, October 8, 2015 — Covington advised Prosper Marketplace, a leading online marketplace that connects borrowers and investors, in its acquisition of BillGuard, a personal finance analytics company. The financial terms of the deal were not announced. According to the company’s press release, the acquisition will enable Prosper Marketplace to offer ...
May 26, 2015
WASHINGTON, DC, May 26, 2015 — Leading consumer financial services lawyer David Stein has joined Covington’s financial institutions group in the firm’s Washington office. Mr. Stein will advise financial services industry clients on regulatory and compliance matters, focusing on consumer protection and consumer financial services issues. Mr. Stein brings ...
2/10/2014
WASHINGTON, DC, February 10, 2014 — Covington & Burling represented GCP Capital Partners in connection with the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank that will be capitalized by investors including GCP Capital Partners. Formed and led by its management team, the interim bank signed an agreement with First Mariner ...
February 3, 2014
WASHINGTON, DC, February 3, 2014 — Rusty Conner and Michael Reed will be joining Covington & Burling as partners and will focus on transactional matters for banks and other financial institution clients. “Rusty and Michael are highly regarded in the financial institutions industry and have a significant track record in both M&A and capital markets, areas of ...
Current Trends in SEC and Financial Reporting
December 15, 2010, Orlando, FL
Midwest Bank Leadership Conference
November 16, 2010, University of Chicago Gleacher Center, Chicago, IL
September 2010, Journal of Private Equity
MD&A: A Legal Perspective
June 17, 2010, University of Chicago Gleacher Center, Chicago, IL
Current Trends in MD&A
May 25, 2010, SEC/FASB Reporting and Compliance Forum, New York, NY
Private Equity Investing in Financial Institutions
March 25, 2010, Banking Leaders Forum, Washington, DC
Buying a Failed Bank, Opportunities and Pitfalls
December 11, 2009, Private Equity Leaders Forum, NY
Board Self Evaluations
March 10, 2009, National Association of Corporate Directors, Capital Area Chapter, Washington, DC
What We Can Expect from the Obama Administration and the Impact of Economic Recovery Efforts on Sourcing in Key Industry Sectors
March 10, 2009, Sourcing Interests Group Webinar
Capital and Balance Sheet Management Strategies
December 14, 2008, Midwest Bank Leadership Conference, Chicago, IL
Recent Developments in SEC and Financial Reporting
December 9, 2008, SEC Accounting and Financial Reporting Seminar, Orlando, FL
MD&A: A Legal Perspective
November 18, 2008, EEI Conference on SEC Reporting and Financial Reporting, Chicago, IL
May/June 2008, Deal Lawyers
Recent Changes to Exchange Act Reporting Requirements for Foreign Private Issuers
May 13, 2008, Compliance Week Webinar
Negotiating the Merger Agreement
December 2007, Bank and Thrift Acquisition Accounting Issues, Las Vegas, NV
- Chambers USA: America’s Leading Lawyers for Business
- Legal 500 US