|
Carol Hempfling Pratt Partner Boston 617 832 1148 direct 617 832 7000 fax Email Carol Hempfling Pratt is recognized in CHAMBERS USA and THE BEST LAWYERS IN AMERICA as a leading lawyer in banking and finance. Her work for financial institutions, which encompasses a broad spectrum of transactional and regulatory matters, overlaps with her equally varied corporate finance practice, which includes public and private securities offerings as well as stock-based and cash acquisitions. Her mergers and acquisitions practice cuts across many industries, including financial services, medical devices and software. She also advises businesses and individuals on compensation issues. Carol’s financial institution clients are generally mid-sized community banks with small in-house legal departments (if any). As a result, Carol’s clients involve her in a wide range of legal matters. She is particularly knowledgeable about corporate governance and organizational matters, with years of experience in helping established mutual banks reorganize into mutual holding company form or fully convert to stock form, and in helping de novo bank organizers start up new banks. Her services on these matters include preparing corporate organizational documents, drafting SEC registration statements and securities prospectuses, and filing regulatory applications. In one unusual application of regulatory skill, Carol represented a large non-bank corporation in obtaining a charter for one of the first Internet-only federal savings banks. The significant consolidation among banking companies over the past decade has fueled Carol’s thriving mergers and acquisitions practice, which has expanded well beyond the financial services industry. Representing either acquirors or targets, Carol handles small private acquisitions and mutual-to-mutual mergers as well as large public company mergers worth hundreds of millions of dollars. Her cutting edge bank merger experience includes three transactions in which the acquiring bank paid for the acquisition using stock and cash generated by its simultaneous conversion from mutual to stock form; she represented the acquiror in the only two transactions of that kind accomplished in Massachusetts to date, and she represented the underwriter in a similar Pennsylvania transaction. She also pioneered one of the first “remutualization” mergers in Massachusetts, a transaction in which her “no-stock” mutual holding company client acquired a mutual holding company with minority shares outstanding. She also assists bank clients in acquiring non-bank companies, such as mortgage companies and investment management firms. Other non M&A transactional matters that Carol facilitates on behalf of her banking clients include negotiation of technology outsourcing agreements, including data processing service bureau contracts and web hosting agreements. Carol’s significant merger and acquisition practice outside the banking industry has been broad and varied. While she has developed a particular niche in the medical devices field, primarily helping large companies acquire important new product lines, her experience goes well beyond that industry, ranging from assisting an Indian software company in making its first major U.S. acquisition, to helping the founders of a small ship repair company sell their business. Carol’s general regulatory experience for financial institution clients is equally broad, ranging from advice on consumer disclosure requirements to preparation of customer agreements (such as ACH service agreements and “remote deposit capture” agreements) in compliance with Federal Reserve Board regulations and Automated Clearing House Rules. Carol’s public company clients also rely on her for advice on matters of securities law and regulation, including specific disclosure issues and Section 16 matters. Finally, Carol advises corporate and individual clients about executive compensation matters. She prepares both employment contracts and severance arrangements, and is knowledgeable about such compensation tools as stock incentive (including option) plans, deferred stock compensation plans, supplemental retirement plans, and split dollar insurance. professional / civic involvement Boston Bar Association, Banking and Financial Services Committee of the Business Law Section, Co-Chair (1998-2000) Board of Directors, MedTech IGNITE, an initiative of the Massachusetts Medical Device Industry Council (MassMEDIC) for nurturing medical device entrepreneurs (2004-present) Board of Directors, Shelter Inc., Cambridge Massachusetts (1990-1999) | 