North America: Finance and Banking

An Ohio-based bank holding company has announced a $728.1 million all-stock acquisition of a Maryland-based bank holding company, creating a combined institution with approximately $14 billion in assets. The transaction will push the acquirer over the critical $10 billion asset threshold, triggering direct CFPB supervision and additional regulatory requirements.

Unitranche facilities have become increasingly prevalent in modern financing, offering a blended senior-junior structure documented through a single loan agreement. As this credit product continues to evolve beyond its middle-market origins, questions arise about the enforceability of agreement-among-lenders provisions in bankruptcy proceedings and how courts will treat the unique single-lien structure when disputes emerge between first-out and last-out tranches.

Partner Kalish Mullen discusses the current LBO financing market landscape, highlighting how strong market liquidity is creating opportunities for quality borrowers to negotiate better terms. He provides strategic guidance on key considerations for management teams navigating financing agreements in an environment of elevated borrowing costs and economic uncertainty.

The Conference of State Bank Supervisors has released a comprehensive AI Supervisory Framework designed to guide state examiners in assessing artificial intelligence use at financial institutions. This framework provides a detailed roadmap covering governance, risk management, and examination procedures, with particular emphasis on generative and agentic AI applications. Financial institutions should consider using this framework proactively to evaluate their AI readiness and prepare for regulatory examinat

When a bank restructures a classified asset, does it automatically lose its low-quality status under Regulation W? This analysis examines the strict requirements for removing low-quality asset designations and the critical role of independent examiner re-classification in determining whether banks can purchase restructured assets from affiliates.

When a bank pledges its own collateral to secure an affiliate's borrowing from a third-party lender, does this arrangement constitute a guarantee under Regulation W? The Federal Reserve's interpretation treats such pledges as covered transactions, with specific measurement rules that reflect the bank's actual exposure. Understanding how to properly classify and measure these arrangements is essential for compliance with quantitative limits.

As artificial intelligence adoption surges across Canadian enterprises—from 6.1% to 19.2% in just two years—the infrastructure demands are creating unprecedented opportunities in AI data centre development. Meta's $13-billion Alberta facility signals Canada's emergence as a major player, but what legal and commercial complexities must lenders, sponsors and investors navigate in this capital-intensive asset class?

Canada offers sophisticated financing options through well-capitalized domestic and foreign banks, competitive non-bank lenders, and government-supported programs.

In secured real estate financing in Ontario, the borrower's organizational structure is not a minor detail to be sorted out later. Instead, it is the foundation on which the entire transaction is built. The structure dictates who signs, who guarantees, what security can be granted, how registrations are made under the Land Titles Act and Ontario PPSA, and the form of every document from the commitment letter through to the mortgage. Despite its importance, organizational structure is often misunderstood or

After years of waiting for the IPO window to reopen, a panel of CFOs, bankers, and investors gathered in San Francisco to discuss what has actually changed since 2021. The uncomfortable truth emerged: while headline numbers suggest a record year for IPO proceeds, the window remains open only for mega-listings, leaving middle-market companies still waiting on the sidelines.

For decades, the initial public offering occupied a privileged place in corporate finance. It represented the natural evolution of a successful private company and the principal gateway to large-scale growth capital. In Canada, public markets played a particularly important role in financing emerging businesses, especially in the resource, technology and life sciences sectors.

Canada offers sophisticated capital markets with multiple financing options, from public offerings on the TSX to private equity investments. Understanding the regulatory framework governing securities offerings...