Glenn E. Morrical

Financial Services

• As “loaned counsel,” served in-house at a troubled $13-billion savings and loan and its holding company to assist in asset sales, attempts at raising capital, and dealing with increasingly challenging supervisory demands
• Represented a state chartered bank and its holding company in the acquisition of a federal savings association and its holding company in a $115 million merger for stock and cash
• Served as issuer’s counsel on a $35-million firm commitment underwritten
  follow-on offering of common shares by a financial holding company that trades on the Nasdaq Capital Market
• Helped the holding company of a community bank increase its capital through a private placement of common shares
• Acted as placement agent counsel in a variety of transactions involving different securities (including common stock, convertible preferred stock, and subordinated debt) and ranging in size from $3 million to $50 million
• Acted as placement agent counsel in an offering of common shares for startup of a de novo bank
• Represented a national bank as purchaser of two bank branches, related loans, and additional loans and participations
• Acted as underwriter’s counsel to a national securities firm for the public offering of convertible preferred stock of a bank holding company
• Represented the holding company of a failed institution in its bankruptcy, including extensive battles with the FDIC over the rights to hundreds of millions of dollars
• Represented banks in loans to diverse businesses, including a defense contractor, oil and gas production companies, and manufacturers
• Advised national bank in its merger with a state-chartered bank
• Advised a thrift holding company on its acquisition of a bank holding company and conversion to financial holding company in connection with merger of a thrift subsidiary into a commercial bank
• Represented several different sellers of loan portfolios into the securitization market
• Advised bidder in auction sale of 13 bank branches
• Represented a Pennsylvania-chartered bank in the sale of a branch to another Pennsylvania-chartered bank
• Represented a national bank and its holding company in the acquisition of another national bank and its holding company through a merger using a combination of cash and publicly registered stock

Transactions and Securities

See also Financial Services above for transactions and securities experience involving financial services companies.

• In 2018, put in place a $100 million universal shelf registration statement for a Nasdaq-listed company
• In 2017, acted as issuer’s counsel on a $35 million underwritten public offering of common shares by a takedown from a universal shelf registration
• Negotiated and documented the exchange of interests in a regional shopping mall for interests in the operating partnership of a publicly traded real estate investment trust (“REIT”) and the right to exchange for stock of the public REIT
• Acts as underwriters’ counsel on a variety of public offerings, including IPOs, most recently on a shelf takedown of Series A Cumulative Redeemable Perpetual Preferred Stock traded on Nasdaq
• Reviews and improves proposed filings and other disclosures by public companies
• Guided a smaller public company through “going dark” by terminating its obligations to report to the Securities and Exchange Commission

Oil and Gas

• Helped conventional oil and gas producers raise capital for operations by syndicating their rights to participate in the drilling and development of deep shale wells
• Advised a Pennsylvania oil and gas exploration company in structuring and offering a drilling program for conventional wells in the Illinois basin
• Advised on the structuring and documenting of the development of a local gas delivery system
• Led the battle over the termination of a ten-year-old oil and gas lease for failure to produce adequate royalties
• Represented a regional bank in making production loans to several different oil and gas production companies

Investment Management

• Counsels investment advisers on compliance with new requirements in connection with retirement plans and IRAs
• Helped several new advisory firms start up and establish their disclosures and compliance policies and procedures
• Showed an adviser how to correct a client asset custody problem related to the adviser’s own retirement plan
• Counseled one investment adviser on buying a client base from another adviser and entering into a sub-advisory agreement for services not provided by the buyer
• Structured several offshore and domestic hedge funds
• Assisted in the defense of a broker/dealer in a FINRA arbitration alleging breach of duties to a client
• Helped craft disclosures on investment choices made available to members of a state retirement plan with billions of dollars in assets
• Counseled a national broker-dealer on how to benefit from an investment management program under Ohio law that was designed solely for commercial banks

Entrepreneurial Growth

• Helped a development stage software firm raise capital to sustain operations during the cash-burning start up and growth stages of the business
• Represented a product design firm in the venture capital financing of a company commercializing products designed by the client
• Helped entrepreneurs raise capital to start a new brew pub, which has now won multiple awards for its craft beers
• Represented an Ohio-based start-up company in investment by a group of Italian firms with the objective of the Italians being the driver of the product rollout in Europe

Corporate Governance

• Served as Ohio counsel to the special committee of a New York Stock Exchange company considering a sale of the company
• Advised the special committee of a cooperative with respect to the financing from an affiliated entity for the acquisition of a business
• Counseled directors of a bank holding company confronting the challenges of balancing the demands of its creditors and the expectations of bank regulators
• Counseled the board of a growth stage software development company
• Worked with general counsel of public company in drafting board committee policy statements