Aaron M. Kaslow is the Team Leader of the firm’s Financial Institutions practice. He focuses his practice on corporate and securities matters, mergers and acquisitions, and regulatory matters for financial institutions. He also regularly advises on the formation of captive insurance companies, risk retention groups and other alternative risk transfer arrangements.
Mr. Kaslow’s securities practice includes serving as counsel for both issuers and underwriters in public and private offerings of debt and equity securities and counseling clients on disclosure and other requirements under the federal securities laws. He has represented numerous mutual savings associations in their conversion to stock form or formation of a mutual holding company and related public offerings.
Mr. Kaslow has extensive experience in a wide variety of business combinations, including mergers, stock purchases and asset transfers, representing both public and private companies. He has worked on many transactions in the financial services industry and has significant knowledge of the regulatory aspects of such transactions.
Mr. Kaslow also advises boards of directors on banking regulatory issues, public disclosure obligations and corporate governance matters.
Mr. Kaslow has extensive experience in the formation and operation of captive insurance companies and risk retention groups. Drawing on his corporate and securities background, he works with captive owners and managers on all aspects of structure, capitalization and corporate governance.
Mr. Kaslow was recognized as a 2018 Washington D.C. “Super Lawyer” in the area of Securities & Corporate Finance by Super Lawyers magazine. He is listed in the 2018 edition of Chambers USA: America’s Leading Lawyers for Business for Financial Services Regulation: Financial Institutions Mergers and Acquisitions and also ranked nationally as a “Recognized Practitioner” in the 2018 edition.
- Represented BB&T Corp. subsidiary Grandbridge Real Estate Capital LLC in the acquisition of Dwyer-Curlett Co. and its three offices in southern California.
- Represented First Financial Holdings, Inc. in the sale of $198 million of performing loans and classified assets, including other real estate owned, to a group of specialty asset management firms.
- Represented Ocean Shore Holding Co. headquartered in Ocean City, NJ in its acquisition by OceanFirst Financial Corp. based in Toms River, NJ. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.
- Represented Crown Bank NA in connection with its acquisition by a joint venture between Caixa Geral de Depositos, S.A., Portugal and certain controlling shareholders of Crown Bank NA.
- Represented Cordia Bancorp Inc. headquartered in Midlothian, VA in its acquisition by First Citizens BancShares, Inc. based in Raleigh, NC. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.
Represented an individual investor in the recapitalization and acquisition of Westminster American Insurance Company out of receivership following its demutualization, in one of the few transactions of its kind.
- Represented underwriter, Sandler O’Neill + Partners L.P., in the follow-on public offering of $161.2 million of common stock by National Penn Bancshares Inc.
- Represented First Financial Holdings, Inc. in a merger with SCBT Financial Corporation. The $300 million transaction combines two of South Carolina’s oldest and largest banking companies. The firm counseled and negotiated the terms of the merger agreement, handled employment and benefit matters, managed the due diligence and disclosure process, advised on IP, broker/dealer and tax matters and successfully represented First Financial Holdings’ board of directors in merger-related litigation.
- Represented gomembers Inc., a developer of software solutions for member-based organizations, in its acquisition by CDC Software Corp.
- Represented CNB Financial Corporation in its contested acquisition. After executing a definitive agreement with Berkshire Hills Bancorp Inc., CNB Financial received topping offers from United Financial Bancorp Inc. and another community bank. Through a series of offers and counter-offers, advised the client’s Board of Directors with respect to fiduciary duties and contractual obligations and helped navigate a process that resulted in termination of its original merger agreement and execution of a definitive agreement with United Financial Bancorp Inc. that provided a substantially higher value to shareholders.
- Represented Polonia Bancorp, Inc. headquartered in Huntingdon Valley, Pa. in its acquisition by Prudential Bancorp, Inc. based in Philadelphia, Pa. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, and prepared shareholder disclosure materials and other SEC filings.
- Represented Provident Bankshares Corporation in multiple acquisitions and dispositions, including its $330 million acquisition of Southern Financial Bancorp, Inc., its $31.2 million acquisition of Harbor Federal Bancorp, Inc., and its sale of three branch offices in southeastern Virginia and North Carolina, together with approximately $140 million of deposits, to Gateway Bank & Trust Co.
- Represented Provident Bankshares Corporation in its $64.8 million private placement of convertible preferred stock and common stock and a $50 million private placement of subordinated debt by its subsidiary, Provident Bank of Maryland.
- Represented Jefferson Bancshares, Inc. based in Morristown, TN in a merger with HomeTrust Bancshares, Inc. based in Asheville, NC. The firm counseled the Board of Directors, negotiated the terms of the merger agreement, handled employment and benefit matters, and managed the due diligence and disclosure process.
- Yale Law School, J.D. (1989)
- Yale University, B.A. (1986) cum laude
- District of Columbia
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