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Practice Group Details
Commercial Restructuring and Workouts
The Group consists of attorneys who have backgrounds in a variety of disciplines and who have worked with and in the financial industry for decades. Many of the attorneys in the Group have more than 20 years of experience in this area of practice and bring in-depth knowledge to each engagement.
Some of our attorneys have served as in-house counsel at major banks and financial institutions, and many have vast experience serving as outside counsel. In addition, our lawyers have experience with governmental agencies including in-house legal positions with the Federal Deposit Insurance Corporation (FDIC).
We also have a unique background in matters involving the New Jersey Economic Development Authority (NJEDA) and the United States Small Business Administration (SBA). Consequently, we bring both practical and legal knowledge as to how a restructuring or other ancillary matters may unfold.
Our collective wide-ranging knowledge allows us to assess a matter and offer an evaluation of a particular situation including evaluation of lien positions, analysis of loan documents and the respective rights of parties, inter-creditor arrangements, claims against carriers or other insurance providers or professionals, set-off rights, significant debts owed to other creditors, additional guarantors, as well as an evaluation of defenses including lender liability claims.
The Group adopts a “team approach” to a given transaction. In addition to our transactional and litigation groups, our Environmental Law and Tax Planning Groups are available to provide counsel.
Clients have included international, national, and regional banks and other lenders. We have also represented borrowing entities that have included publicly traded and private entities.
TYPES OF CLIENTS
- Financial institutions and borrowers
- Banks
- Insurance companies
- Institutional lenders
TYPES OF SERVICES
COMMERCIAL RESTRUCTURING AND WORKOUTS
- Commercial litigation in State and Federal Courts
- Defense of financial institutions in litigation
- Loan restructuring and workouts
- Negotiating forbearance agreements
- Deeds in lieu
- Additions or reaffirmation of guarantees and restructuring transactions
- Uniform Commercial Code issues
- Insurance and general litigation
- Civil trial practice
TRANSACTIONAL
- Commercial transactions
- Commercial banking and leasing
- Commercial loans and credit-enhanced transactions
- Commercial real estate loans
- Land use for banks
- Construction loans
- Lines of credit
- Letters of credit
- Loan closings
- Condominium financing
- Tax-exempt financings
- Institutional loans
- Pool loan transactions
- Mortgage and acquisition loans
- NJEDA direct loans and tax exempt bonds
- Privately placed debt and various types of publicly issued bonds
- Compliance
- Financial regulatory compliance
- Counseling financial institutions and borrowers in all aspects of government guaranteed loans
- Local Development Financing Fund (LDFF) transactions
- Complex documentation review
- Advisement regarding potential rights and remedies
- Inter-creditor agreements
- Leasing matters
- Asset purchases
- Land use
- Franchise matters
- Regulatory matters
- Financings and general corporate matters, including entity formations and contract reviews
- Programs involving the United States SBA including 7(a) and 504 finance transactions, and USDA B & l loans, including interpretations involving SBA rules and regulations
- SBA repurchases
- SBA 504 loans
- Administrative law controversies and disputes
- Real estate and business acquisition and disposition
- Negotiating and structuring real estate and corporate transactions
REPRESENTATIVE MATTERS
- Acting as counsel to a regional bank in the restructure of a manufacturing company’s approximately $20M of debt and collateral.
- Borrower’s counsel to a pubicly traded pharmaceutical company regarding two outstanding public bond issues currently in default.
- Significant experience representing institutions regarding the dispositions of troubled loans and/or the underlying assets.
- Representation of commercial lending institutions in various problem loan transactions for real estate, asset-based and commercial and industrial credit facilities. Representation included suits on notes, foreclosure proceedings, and bankruptcy proceedings.
- Representation involving foreclosure sales, sales of assets, and sale of assets conducted under the auspices of the United States Bankruptcy Court. Workout situations encompass all types of transactions and security.
- Representation of commercial lending institutions in restructure of debt. Transactions involve consolidation of and/or restructure of debt secured by corporate assets, mortgages and various personal and corporate guarantees.
- Numerous transactions and closings with emphasis on SBA 7(a) and 504 closings.
- Preparation of numerous repurchase packages for lenders seeking quarterly payments on defaulted SBA 7(a) loans.
- Represented numerous banks and credit unions in closing approximately forty to fifty loans annually—totaling over $250M.
- Represented real estate entity in $19M real estate disposition, $12M acquisition and varioud loan purchases relating to various real estate property types.
- Represented numerous banks and credit unions in various loan workouts and restructurings including multi-credit facility to related borrowers and guarantors totaling over $10M.
- Represented the Resolution Trust Corporation in the handling of distressed loans and liquidating the assets of financial institutions.
- Represented bank client as a co-executor of an estate who was an defendant in a significant environmental contamination case with a potential exposure of millions of dollars.
NOTEWORTHY ITEMS
Michael Messer, Chair
- AV® rated, the highest rating conferred by Martindale-Hubbell® for legal ability and professional ethics, based upon a peer review of the Bar and the Judiciary
- Member, Advisory Boards of Sovereign Bank, Oritani Bank, and Capital One Bank
- Former President and Current Member of the Senior Counsel of the Board of Governors, Industrial and Office Real Estate Brokers Association (New York metropolitan area; encompasses commercial real estate firms in New York, New Jersey, Connecticut, and Pennsylvania)
- AV® rated
- Member, Advisory Board of Bank of America, Capital One Bank, and Valley National Bank
- Clients include Bank of America, Capital One Bank, TD Bank, Sovereign Bank, and The Provident
- Founder and Senior Partner, Gallo Geffner Fenster, P.C. (1967) (firm later merged with Schenck, Price, Smith & King)
- Certified as a Civil Trial Attorney by the Supreme Court of New Jersey since 1994
- Recognized in 2008, 2009, 2010, 2011 and 2012 by New Jersey Monthly magazine as one of New Jersey’s “Super Lawyers” * in Business Litigation
- Court-appointed mediator (2000-Present)
- Former Member, District XI Ethics Committee of the New Jersey Supreme Court
- Has lectured on numerous topics of interest to lenders and business establishments regarding business law and transactions as well as matters involving the United States SBA
- Member & Instructor, National Association of Government Guaranteed Lenders (NAGGL), Technical Issues Committee, Associate Member Committee; Chair, Region II Regional Liaison Committee; 504 Lending Committee
- Closing lawyer for over 16 banks and designated closing counsel for a Certified Development Company (CDC)
- Former General Counsel to a community bank
- Former Section Chief, FDIC
- Former Staff Attorney, Securities and Exchange Commission
- Recognized in 2008, 2009 and 2010 by New Jersey Monthly magazine as one of New Jersey’s “Rising Star, Super Lawyers” * in Banking
- Former Member, Morris and Essex County Inn of Transactional Counsel (inaugural Counsel)
- Member, Editorial Board, New Jersey Lawyer Magazine
- Recognized in 2010 by New Jersey Monthly magazine as one of New Jersey’s “Rising Star, Super Lawyers” * in Real Estate
- Co-Author, “Bulking Up: The Bulk Sales Law and Its Impact on Residential and Commercial Real Estate Transactions,” New Jersey Law Journal, March 22, 2010
- Member, Women in the Profession and Banking Group
* For more information about the Super Lawyers selection process, please go to: http://www.superlawyers.com/about/selection_process.html
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