Rodney H. Dow

Retired Partner

Overview

Rodney H. (Rod) Dow is a retired partner with Foley & Lardner LLP. Mr. Dow was a member of the firm’s Finance & Financial Institutions; Information Technology & Outsourcing; and Transactional & Securities Practices, and its Energy Industry Team. His practice emphasized the representation of financial institutions (including banks, thrifts, holding companies, finance companies, insurance companies, and trade associations) in all aspects of their diverse business activities, including financing transactions, creditors' rights, capital formation, mergers and acquisitions, ownership restructuring, regulatory compliance, and contractual relationships. He also advised energy utilities on information technology and business process outsourcing and system acquisition transactions.

Mr. Dow represented lenders and borrowers in complex financing transactions, including secured and unsecured commercial loans, ESOP financings, SBA loans, construction loans, leveraged lease transactions, trust preferred financing, subordinated notes (qualified as regulatory capital) and stock ownership assistance loans. He has specific experience with financings involving aircraft, cable television systems, radio broadcasting enterprises, commercial trucking companies and railroads, as well as broad experience with financings of entities involved in the financial services industry.

In his creditors' rights practice, Mr. Dow frequently represented lenders in complex workout situations and in disputes with other creditors. He also provided counsel to debtors and creditors (including creditors' committees) in bankruptcy proceedings. He successfully briefed and argued two commercial law cases before the Wisconsin Supreme Court, one a dispute between lenders involving the definition of "inventory" of a borrower engaged in the leasing business, and the other involving competing claims to a pledged certificate of deposit.

His practice also extended to the representation of financial institutions in the sale of public equity and debt securities, including common stock and subordinated debt. Such activities often included counseling with respect to state and federal securities law compliance, exemption qualification, and reporting requirements.

In the mergers and acquisitions area, Mr. Dow was involved in more than 75 specific transactions, representing both acquirers and targets. Such transactions included branch office sales and purchases, mergers and asset and stock acquisitions, both hostile and friendly. His experience included counseling Boards of Directors regarding fiduciary responsibilities, negotiating letters of intent and definitive acquisition agreements, preparing investment banker engagement letters and employment agreements, coordinating necessary regulatory applications, and structuring of transactions to achieve desired tax, accounting, regulatory, and other business objectives.

Mr. Dow's experience with respect to ownership restructuring included reverse-stock splits, cash-out mergers, shareholder buy-sell agreements, issuer tender-offers, issuer stock repurchase programs, family limited partnerships, S corporation elections, and ESOP stock purchases to achieve favorable tax consequences. This experience included the implications of the Bank Holding Company Act, the change in Bank Control Act, and related state and federal statutes and regulations respecting changes in control of financial institutions.

His regulatory compliance practice entailed counseling financial institutions in their relationships with regulatory agencies, both preventive and reactive. He dealt with cease-and-desist orders, Memoranda of Understanding, civil money penalty assessments, removal orders, and responses to examination reports. He also counseled financial institutions in connection with the expansion of business activities (product and geographic), both to identify necessary regulatory compliance and to structure activities to minimize compliance requirements.

Mr. Dow also has substantial experience in the negotiation and drafting of contracts dealing with financial and other services provided to and by financial institutions, including depository contracts, data processing services and outsourcing agreements, payment systems agreements and technology licensing transfer and development contracts. He participated in the development of the basic legal structure of an innovative regional electronic fund transfer system, encompassing preparation of contractual arrangements, governmental regulations, and operating rules including settlement and clearinghouse procedures and responsibilities.

Mr. Dow wrote and lectured to bar and industry groups on a wide variety of financial service subjects and matters of interest to financial institutions. Examples include:

  • To BHC or Not to BHC? That is the Question, Wisconsin Banking News, April 1997
  • Co-chair, The Banking Industry M&A Forum, Fulcrum Information Services, October 1999
  • Problem Loans in Wisconsin, NBI, 1998
  • Current Issues in Banking Law in Wisconsin, NBI, 1992
  • Current Issues in Debtor – Creditor Relations, Lorman Business Institute, May 1988
  • Bank Regulatory Enforcement Actions Against Institution – Affiliated Parties: Defensive Strategies, The Banking Law Journal, May 2006

He was a contributing author to the Practical Guide to Bank Acquisitions and Mergers, a publication of the Association of Registered Bank Holding Companies (n/k/a Financial Institutions Roundtable).

In addition to his financial institutions practice, Mr. Dow also represented energy and other utilities in outsourcing and/or system acquisition transactions utilizing information technology. These included projects for automated meter reading, advanced metering infrastructure, customer information and billing systems, and other IT projects. He spoke and presented papers on these topics at major industry conferences and also published articles, including:

  • Autovation (Utilimetrics f/k/a AMRA)
  • Metering America (Spintelligent)
  • Edison Electric Institute
  • Contracts: Making the AMR Solution Your Solution, Electric Perspectives, Sept/Oct 2006

Mr. Dow is active in his local community, where he has served in many capacities, including as an elected or appointed municipal government official. Examples include: Shorewood Village President, Shorewood Village Trustee, Milwaukee County Inter-Governmental Cooperation Council member, Plan Commission President, Community Development Authority member, Public Art Committee member, Men’s Club President, Rotary Club President, and youth athletic league coach (soccer and basketball).

Mr. Dow is a member of the Milwaukee, Wisconsin and American Bar Associations. He was born in Exeter, New Hampshire and graduated from Williams College (B.A., 1970) and Cornell Law School (J.D., 1973), where he was a member of the Cornell Law Review.

Mr. Dow was Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system and was selected by his peers for inclusion in the 2009 - 2011 editions of The Best Lawyers in America® in the area of banking law.

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