MEMPHIS OFFICE
700 Colonial Road, Suite 200
Memphis, Tennessee 38117
Phone: (901) 767-0900
Fax: (901) 684-2339

NASHVILLE OFFICE
5124 Maryland Way, Suite 406
Brentwood, Tennessee 37027
Phone: (615) 251-0900
Fax: (615) 251-0975

Mergers & Acquisitions:

• Business and Financial Issues Analysis
  
• Target Identification and Potential Buyer Evaluation
  
• Preparation and Negotiation of Definitive Agreements
  
• Preparation of Regulatory Applications
  
• Due Diligence Reviews
  
• Tax Analysis
  
• Securities Law Compliance
  
• Leveraged Buyouts
  
• Anti-Takeover Planning
  
• Going Private Transactions
  
• Financial Modeling and Analysis
  

Strategic Planning Retreats

• Customized Director and Officer Retreats
  
• Long-Term Business Planning
  
• Assistance and Advice in Implementing Strategic Plans
  
• Business and Strategic Plan Preparation and Analysis
  
• Director Education
  

Subchapter S Conversions and Elections

• Financial and Tax Analysis and Advice
  
• Reorganization Analysis and Restructuring
  
• Cash-Out Mergers
  
• Stockholders Agreements
  
• Financial Modeling and Analysis

Executive Compensation and Employee Benefit Plans

• Employee Stock Ownership Plans
  
• 401(k) Plans
  
• Leveraged ESOP Transactions
  
• Incentive Compensation and Stock Option Plans
  
• Employment Agreements – Golden Parachutes
  
• Profit Sharing and Pension Plans

Alternative Dispute Resolution

• Arbitration
  
• Mediation*
  
  * J. Franklin McCreary is a Rule 31-listed mediator.
  

Estate Planning

• Wills, Trusts, and Other Estate Planning Documents
  
• Estate Tax Savings Techniques
  
• Probate
  

General Corporate Matters

• Corporate Governance Planning and Advice
  
• Recapitalization and Reorganization Analysis and Implementation
  

New Bank and Thrift Organizations

• Organizational and Regulatory Advice
  
• Business Plan Creation
  
• Preparation of Financial Statement Projections
  
• Preparation of the Interagency Charter and
• Federal Deposit Insurance Application
  
• Private Placements and Public Stock Offerings
  
• Development of Bank Policies
  

Bank and Thrift Holding Company Formations

• Structure and Formation
  
• Ownership and Control Planning
  
• New Product and Service Advice
  
• Preparation of Regulatory Applications
  
• Financial Modeling and Analysis
  

Capital Planning and Raising

• Private Placements and Public Offerings of Securities
  
• Bank Stock Loans
  
• Trust Preferred Securities Issuances
  
• Capital Plans
  

Financial Modeling and Analysis

• Financial Statement Projections
  
• Business and Strategic Plans
  
• Ability to Pay Analysis
  
• Net Present Value and Internal Rate of Return Analysis
  
• Mergers and Acquisitions Analysis
  
• Subchapter S Conversion Analysis
  

Banking Regulatory Guidance and Examination Preparation

• Preparation of Regulatory Applications
  
• Examination Planning and Preparation
  
• Regulatory Compliance Matters and Advice
  
• Charter Conversions
  

Problem Bank and Thrift Issues

• Examiner Dispute Resolution
  
• Negotiation of Memoranda of Understanding and Orders to Cease and Desist
  
• Negotiation and Litigation of Administrative Enforcement Actions
  
• Management Evaluations and Plans
  
• Failed Institution Acquisitions
  
• New Capital Raising and Capital Plans
  
• Appeals of Materials Supervisory Determinations
  

Taxation

• Tax Planning
  
• Tax Controversy Negotiation and Advice
  

Other

• Public Speaking Engagements for Banking Industry Groups (i.e., Conventions, Schools, Seminars, and workshops)
  
• Publisher of Books and Newsletters Regarding Banking and Financial Services Issues