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November 16, 2021

7 Due Diligence Issues to Avoid False Claims Act Lawsuits

Nelson Mullins partners Jennifer Malinovsky and Ed White join Alice Harris, an attorney with Nexsen Pruet, to go over the key compliance areas to look for in due diligence. 

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Mark L. Miller

Mark L. Miller

Partner

One Nashville Place
150 Fourth Avenue North
Suite 1100
Nashville, TN 37219
mark.miller@nelsonmullins.com

Mark has extensive experience in financial institution regulation, the acquisition and sale of financial institutions and other entities, formation of de novo community banks, and corporate governance and emerging company issues.

Mark has guided numerous clients through public offerings and private placements and, along with proxy materials and other disclosure documents preparation, has drafted and negotiated...

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Mark has extensive experience in financial institution regulation, the acquisition and sale of financial institutions and other entities, formation of de novo community banks, and corporate governance and emerging company issues.

Mark has guided numerous clients through public offerings and private placements and, along with proxy materials and other disclosure documents preparation, has drafted and negotiated service agreements and other business contracts. Mark regularly represents clients before the Federal Deposit Insurance Corporation, Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency, Consumer Financial Protection Bureau, state banking agencies, including the Tennessee Department of Financial Institutions, and the Securities and Exchange Commission.

Mark L. Miller

service agreements and other business contracts. Mark regularly represents clients before the Federal Deposit Insurance Corporation, Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency, Consumer Financial Protection Bureau, state banking agencies, including the Tennessee Department of Financial Institutions, and the Securities and Exchange Commission.

Mark has extensive experience in financial institution regulation, the acquisition and sale of financial institutions and other entities, formation of de novo community banks, and corporate governance and emerging company issues.

Mark has guided numerous clients through public offerings and private placements and, along with proxy materials and other disclosure documents preparation, has drafted and negotiated... service agreements and other business contracts. Mark regularly represents clients before the Federal Deposit Insurance Corporation, Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency, Consumer Financial Protection Bureau, state banking agencies, including the Tennessee Department of Financial Institutions, and the Securities and Exchange Commission.

Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

Representative Matters

  • Represented client in $55 million initial public offering  for New York Stock Exchange-listed community bank client.
  • Represented client in the acquisition of $860 million community bank for private investor.
  • Represented client in the merger of two community banks to form $1 billion Middle Tennessee-based community bank client.
  • Represented community bank client in $50 million private placement of subordinated notes.
  • Represented community bank client in $15 million private placement.
  • Represented community bank clients in whole bank acquisitions.
  • Represented community bank clients in acquisitions and sales of bank branches and other business units.
  • Negotiated of enforcement actions with federal and state bank regulatory authorities for community bank clients and assisting such clients with enforcement action compliance.
  • Created and implemented capital restoration plans for community bank clients.
  • Sold the securities of numerous community bank clients to the U.S. Department of the Treasury pursuant to the Troubled Asset Relief Program and pursuant to the Small Business Lending Fund.
  • Assisted in the formation of numerous de novo community banks.
  • Assisted in the formation of a new state-chartered public trust company.
  • Represented community bank clients in the formation of holding companies.
  • Assisted regional bank client in the creation of policies and procedures for trusts and sales of insurance products.
  • Represented community bank clients in public and private offerings to support new branch activities.
  • Represented NASDAQ-listed community bank client in $20 million IPO.
  • Represented bank, assisting it in complying with a formal enforcement action, complying with a Prompt Corrective Action directive, selling loans, division and branch assets, reorganizing holding company debt, loan collection efforts, litigation, and raising capital.
  • Represented long-time banking client, advising it on a $52.4 million merger agreement with a regional bank.
  • Successfully represented banking clients in the purchase of bank assets and deposits of failed bank from the FDIC in an assisted transaction. Representation included reviewing bid forms and assisting in negotiations of the Purchase Agreement between the client and the FDIC.
  • Represented a bank holding company, closing a successful $13 million private offering of the company's voting common stock. Shares of the company's common stock were sold at a premium to book value. The client plans to employ the majority of net proceeds from the transaction to support organic growth of its related bank.
  • Represented NYSE-listed financial services company in a secondary public offering, resulting in the sale of $72 million of common stock. The client intends to use the net proceeds of the offering to support organic growth, augment its capital position and for general corporate purposes.
  • Represented NYSE-listed financial services company in a $20 million private placement of subordinated notes.
  • Represented NYSE-listed financial services company for public offering of $40 million principal amount of subordinated notes due 2026. The transaction proceeds will be used to fund growth and for general corporate purposes.
  • Represented long-time banking client, one of the largest banks headquartered in Tennessee in its acquisition by a regional bank holding company.
  • Represented multinational technology provider client in negotiation of master services, vendor, and other sales agreements.
  • Conducted multiyear SEC required compliance audit for national broker-dealer client.

Education

  • Vanderbilt University School of Law, JD (1999)
  • Vanderbilt University, BA, magna cum laude (1996)

Admissions

  • Tennessee

Practice Areas

Industries

The bar rules of some states require that the standards for an attorney's inclusion in certain public accolades or recognitions be provided. When such accolades or recognitions are listed, a hyperlink is provided that leads to a description of the respective selection methodology.

  • Tennessee Bankers Association, Government Relations Committee; Chair, Bank Lawyers Committee
  • General Counsel and member of Board of Directors, Nashville Area Junior Chamber of Commerce (2006–2008)
  • Member, Economic Club of Nashville
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