Jeff Cardone represents financial institutions in various corporate, regulatory, executive compensation and securities matters. He also represents financial institutions and other corporations in transactional matters, including in mergers and acquisitions, purchase and assumption transactions, branch sales, mutual-to-stock conversions, mutual holding company formations, public offerings and private placements, and ESOP transactions. Mr. Cardone also assists financial institutions with federal and state bank regulatory compliance matters.
Mr. Cardone counsels publicly-traded, privately-held and tax exempt financial institutions on a wide range of executive compensation matters, including designing and drafting executive and director compensation arrangements (including employment and change in control agreements, SERPs, 457(f) plans and equity and phantom stock arrangements), with a strong background in Sections 409A and 162(m) of the Internal Revenue Code, quantifying potential change in control benefits and related tax planning to avoid or mitigate adverse tax consequences under Section 280G of the Internal Revenue Code, and complying with SEC executive compensation disclosure requirements.
- Executive Compensation, Employee Benefits and Taxation
- Mergers and Acquisitions
- Capital Markets and Corporate Finance
- Mutual-to-stock conversions
- Mutual holding company reorganizations and stock offerings
- Corporate Governance
Represented Orange County Bancorp, Inc., Middletown, NY, in a private placement of $16.4 million of its common stock to certain accredited investors. Sunshine Bancorp, Inc., Plant City, Florida, in its $176.7 million merger with CenterState Bank Corporation.
Mazzone Management Group, Clifton Park, NY, in its sale of certain assets and business units to Compass Group PLC, a multinational contract foodservice corporation.
Hometown Bancorp MHC, Walden, NY, and its wholly-owned subsidiaries, Hometown Bancorp, Inc. and Hometown Bank of the Hudson Valley (together, “Hometown”) in their remutualization of a public mutual holding company as result of Hometown’s merger with Wallkill Valley Federal Savings and Loan Association, a mutual savings and loan association.
Sterling Bancorp, Inc., Montebello, NY, with respect to executive compensation and Code Section 280G matters in its $2.2 billion acquisition of Astoria Financial Corporation.
Hudson Valley Holding Corp., Yonkers, New York, with respect to executive compensation and Code Section 280G matters in its $538 million merger with Sterling Bancorp, Inc.
Investors Bancorp, Inc., Short Hills, New Jersey, in its conversion from a mutual holding company to a stock holding company and concurrent $2.2 billion public offering of common stock, including purchases of common stock by a leveraged ESOP in the offering.