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Business & Commercial Law

The lawyers in our Business & Commercial Law Practice Group represent established companies as well as emerging businesses. We serve as primary outside counsel to a number of companies in addition to supplementing the legal staffs of several large corporations. At Hand Arendall Harrison Sale, we take a strategic approach to supporting our clients at all phases of their growth and evolution, and we help our clients define and achieve their business objectives through proactive legal planning.

With respect to emerging business and entrepreneurial business planning, our lawyers work in partnership with our clients’ leaders, providing counsel in the areas of business planning, protection of proprietary assets, accessing capital, organizational management, strategic partnerships, and government financing through economic development and government grants and contracts. We serve our emerging clients at all stages of the business lifecycle, from formation through sale.

About our Business & Commercial Law Services

With respect to transactional and regulatory matters, we provide advice and counsel on all aspects of business formation, financing, management and disposition. For example, the lawyers in our Business & Commercial Law Practice Group routinely advise clients with regard to issues such as:

  • Business entity selection and formation
  • Review and negotiation of financing agreements
  • Review and negotiation of franchise agreements
  • Drafting and negotiation of stockholder agreements, partnership agreements and other business contracts
  • Drafting and negotiation of non-competition agreements, leases, distribution and supply contracts, license and royalty agreements, and other commercial contracts
  • Intellectual property protection and licensing
  • Acquisition and leasing of commercial real estate
  • Employment law compliance drafting of employment policies and procedures
  • Business tax planning
  • Business mergers, acquisitions and sales

On the dispute resolution side, our lawyers provide representation for matters including contract litigation, trade secret and non-competition litigation, fraud claims and other commercial tort claims, corporate and business control litigation, financing litigation, and leasing and lending litigation. We handle all other types of “routine” and complex commercial disputes as well, including those between business entities, between business entities and their equity owners, and between business entities and their employees. In addition to informal dispute resolution efforts and litigation, we maintain a robust alternative dispute resolution (ADR) practice as well.

Banking & Financial Services

The lawyers in our Banking & Financial Services Practice Group represent a broad range of clients in an equally broad range of transactions. From advising banks and bank holding companies with regard to corporate and regulatory matters to assisting lenders and borrowers with commercial and real estate loan transactions, we offer full-service legal representation based on deep experience in the banking and financial services industries.

At Hand Arendall Harrison Sale, we partner with our clients, working closely with their in-house counsel and senior leaders to identify challenges, assess risks, and leverage opportunities. Whether we are representing a bank, an investment firm or a company that is seeking financing, we take the same approach, and we offer the same level of commitment, client service and strategic advice—all of which are informed by decades of real-world experience.

About Our Banking & Financial Services Practice

Within our Banking & Financial Services Practice Group, we assist our clients in all of their areas of need. Among other matters, our lawyers offer particular experience in the areas of:

  • Acquisition and construction credit facilities
  • Bridge loans
  • Construction loans
  • Debt restructurings and spin offs
  • Equity injections
  • Joint ventures
  • Mezzanine debt financing
  • Permanent credit facilities
  • Real estate development and redevelopment
  • Securing financing with the requisite “owner equity” for new development projects
  • Securities offerings and other equity-raising strategies
  • Securitizations
  • Financings backed by public and private contributions

Our clients include participants in all aspects and all phases of complex and large-scale commercial transactions. We represent lenders, borrowers, borrower affiliates, guarantors, equity providers and numerous other types of entities, and we serve clients in the aviation, transportation, real estate, health care, manufacturing, non-profit, student housing and telecommunications industries, among others. In addition to providing representation in the area of banking and financial services, we offer our services in other areas as well, and this allows us to efficiently and effectively meet all of our clients’ regulatory and transactional legal needs.

The banking and financial services industries are constantly changing, and the laws and regulations that govern these industries also consistently remain in a state of evolution. At HAHS, we are on the leading edge, and we are proud to serve as both partners and trusted advocates for or clients

Banking and Financial Services Litigation

In today’s challenging environment, the lawyers in our firm’s Banking and Financial Services Litigation Practice Group serve a critical role in helping banks, financial institutions and other clients navigate complex litigation while making informed decisions that simultaneously address their short-term needs and their long-term best interests. Our lawyers provide efficient, strategic and effective representation for disputes involving all banking and financial services-related issues as well as the multitude of other issues that frequently lead to litigation for banks and other entities.

Litigation Counsel for All Types of Disputes in the Banking and Financial Services Sectors

The lawyers in Hand Arendall Harrison Sale’s Banking and Financial Services Litigation Practice Group represent the firm’s clients in a broad spectrum of banking and financial services litigation. Our experience includes achieving favorable results for financial institutions and other clients in matters involving:

  • Class actions
  • Consumer protection
  • Customer contracts
  • Fiduciary duty and related claims
  • Fraud
  • Lender liability
  • Loan recovery
  • Trust litigation

Our clients in the banking and financial services industry include banks, finance companies, mortgage bankers and brokers, asset management and financial services companies, servicers, trusts and trustees, and lease and finance companies. We rely on the insights gained from decades of representing some of the country’s leading banking and financial services entities to help our clients make informed and strategic decisions during discovery and pre-trial practice, during settlement negotiations, at trial, and on appeal.

Representative Matters

With decades of experience in banking and financial services litigation, our lawyers have won many notable cases at the trial and appellate levels. Some examples of our recent successes include:

  • Successfully defended a national financial services company against claims of improper marketing practices in the sale of variable annuities. Our representation included the defense of regulatory reviews and investigations conducted by multiple state attorneys general and state securities and insurance commissions.
  • Secured a directed verdict in favor of a bank in a lawsuit seeking $13 million in damages for our client’s alleged breach of a commitment letter.
  • Successfully defended against and negotiated a favorable settlement in a nationwide class action attacking bankruptcy proof of claim fees.
  • Successfully defended a national bank in three class action lawsuits alleging fraudulent bankruptcy affidavit practices.

 

Cybersecurity, Privacy, and Technology

The lawyers in our Cybersecurity, Privacy & Technology Practice Group counsel businesses regarding the protection and preservation of digital information including trade secrets, proprietary business information, personally identifiable information (PII), personal healthcare information (PHI) and other sensitive or private information. We also provide representation in data breach litigation.

Our lawyers are available to consult with any business or individual that maintains digital information that must be protected. We work closely with our clients to help them establish appropriate cybersecurity policies, procedures, and best practices to minimize cybersecurity risks, respond to data security breaches, and defend against cyber-liability claims.

Comprehensive Cybersecurity & Technology Risk Mitigation and Dispute Resolution Services

The Cybersecurity, Privacy & Technology Practice Group at Hand Arendall Harrison Sale provides consultation and representation in the following areas:

Risk Assessments

The starting point for an effective cybersecurity program is effective risk assessment. What digital information do you have, who is interested in it, what might they do to get it, and what rules or regulations apply to your protection and preservation of that information? Our lawyers work with our clients, engaging the services of technical consultants as necessary, to assess the risks associated with our clients’ maintenance of digital information systems.

Cybersecurity Compliance Programs

We work with clients to develop and implement effective cybersecurity compliance programs that are tailored to their specific needs and requirements. We focus on systems and structures that minimize the risk of data breaches, on education of personnel authorized to control or handle the client’s digital information, and on compliance with applicable statutory or regulatory requirements.

Cybersecurity Incident Investigations

Data breaches and other security lapses are a significant threat to a company’s viability and business sustainability. When these events occur, our lawyers conduct internal investigations with technical experts to assess the source of an intrusion and quickly determine our clients’ next steps. In those cases in which data breaches or security lapses result in a government-initiated investigation, our lawyers represent our clients in responding to governmental inquiries as well.

Data Breach Response

Data breach incidents are becoming more prevalent. Cyber-attacks can cause significant, and potentially irreparable, harm, and an immediate response can be critical to mitigating potential losses. Our lawyers counsel cyber-attack victims on their consumer and regulatory notice obligations under state and federal laws, on minimizing and protecting against litigation risks, and on developing and implementing incident response plans.

Cyber Risk Insurance Coverage

Our coverage lawyers advise clients regarding the availability and acquisition of cyber risk-related insurance coverage. Every business has unique risks, and we are able to help our clients understand the types of coverage available and evaluate the coverage that is suited to the particular risks associated with their business operations.

Cybersecurity Litigation

Our lawyers defend companies against consumer and employee claims arising out of the unauthorized release of PII and other private information. We also serve as plaintiff’s counsel for pursuing claims for theft of digital information and trade secrets against individuals and other businesses.  Finally, our lawyers represent businesses involved in litigation regarding social engineering or wire instruction fraud where cyber criminals steal money intended for a different party.

Biographical Information

Jennifer Roselius rejoined Hand Arendall Harrison Sale as Of Counsel following her tenure as in house counsel for a national homebuilder. She practices in the firm’s Business Section. She has extensive experience in corporate transactions, real estate, and commercial finance. Her clients span a broad range of industries, including real estate developers, health care providers, banks, and builders. Thanks to her years spent as in house counsel, Jennifer has a unique understanding of the needs of her corporate clients.

Jennifer received her J.D. from Fordham University School of Law and was awarded the school’s C.V. Starr Scholarship. While at Fordham, Jennifer served in the Fordham Child & Family Litigation Clinic and attended the Cornell-Paris Summer Institute of International and Comparative Law. Jennifer received her B.S., magna cum laude, from the University of Alabama. Prior to joining Hand Arendall for the first time, Jennifer practiced at a firm in New York.

Admissions

  • Alabama State Bar
  • New York State Bar

Education

  • J.D., Fordham University School of Law, 2006
  • B.S., University of Alabama, B.S., magna cum laude, 2001

Additional Information

Civic and Professional Affiliations

  • Member, Mobile Bar Association
  • Member, Alabama State Bar

 

Publications and Presentations

  • Hand Arendall Sustainability Initiatives – Presenter – November 2010
  • Green Coast Council Financing Opportunities, Incentives and Regulations for Green Building – Panel Speaker – December 2010 Green Building Focus Seminar Series, Mobile, Alabama
  • Legal Issues Associated with Green Building Projects – Presenter – September 2011 – USGBC Alabama Chapter
  • Title Risks and Insurance Coverage – Presenter and Author and Curing Title Defects – Presenter – December 2011 – National Business Institute Advanced Issues in Real Estate Law CLE Seminar
  • Public Trust Doctrine in Alabama – Speaker and Co-Author – March 2012 – Mississippi-Alabama Sea Grant Legal Program CLE Seminar
  • Financing Green Improvements – Speaker – July 2012 – Green Coast Council
  • Update on Incentives for Green Building – Speaker – February 2013 – Green Coast Council
  • The Commercial Real Estate Cycle – Speaker – March 2013 – Alabama Association of Paralegals, Region III
  • Getting and Keeping the Business: A Discussion with In-House Counsel – Alabama State Bar 2017 Annual Meeting

Biographical Information

Brooks Milling devotes a significant portion of his practice to the representation of buyers and sellers of businesses. He has handled numerous bank mergers involving the public offering of registered common stock. He also frequently represents buyers and sellers of small to medium sized private businesses. Mr. Milling has advised public companies regarding compliance with the 1933 Act and the 1934 Act and assisted in the preparation of periodic reports required by the 1934 Act. Brooks represents several charitable foundations that have significant timberland holdings. Brooks previously served as the head of the Firm’s Business Section. He is listed in The Best Lawyers in America for corporate law.

Other significant components of his practice include:

  • advising banks and bank holding companies in corporate and regulatory matters;
  • representing buyers, sellers, landlords and tenants in real estate transactions;
  • representing charitable private foundations;
  • the formation of corporations, limited liability companies and partnerships for clients engaged in all types of business; and
  • providing general corporate and transactional advice to businesses.

Admissions

  • Alabama State Bar, 1994

Education

  • J.D., University of Alabama School of Law, cum laude, 1994
  • Vanderbilt University, 1991

Additional Information

Civic and Professional Affiliations

  • St. Paul’s Episcopal Church, Vestry (2016—2018)
  • Big Brothers Big Sisters of South Alabama, Mentor (2010—2016)
  • UMS – Wright Board of Trustees (Vice-Chairman (2012—2017); Chairman (2017—2020); Trustee (2007—Present) 
  • Bulldog Athletic Association (Youth Football and Basketball) (Board of Directors and Secretary 2008—2010)
  • Boys & Girls Clubs of South Alabama (Board of Directors, 2010—2013)
  • Mobile Bar Association Volunteer Lawyers Program, Inc. (1994—Present)
  • Deep South Council of the Girl Scouts (Board of Directors, Nominating Committee, Fund Development Committee 2002—2007)
  • Leadership Mobile Class of 2006
  • United Cerebral Palsy of Mobile (Board of Directors 2003—2010)
  • Family Counseling Center of Mobile/Lifelines (Board of Directors, Finance Committee, Executive Committee 2002—2005, President 2004—2005)
  • Contact Mobile, Inc.(Board of Directors, Secretary, Treasurer, Executive Committee 1997—2002)

Awards

  • Martindale-Hubbell AV® Preeminent
  • Best Lawyers ® Lawyer of the Year 2015 and 2020, Corporate Law, Mobile
  • Best Lawyers In America©, Corporate Law, 2007—2022
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