Of Counsel

Harriet B. Alexson

Overview

The legal environment in the banking and financial services industries is an extremely complex set of both federal and state laws, rules and regulations, which require an attorney with specific expertise. The goal of the banking regulators is to provide “safety and soundness” in the banking system. As technology develops banking and financial services, industries must develop new laws to keep pace, and these new laws must be applied by experienced counsel. Ms. Alexson has been a transactional attorney in the financial services and banking sector for over 30 years and brings with her the ability to represent parties in complex transactions, whether a complex mixed collateral loan negotiation and documentation, structuring innovative partnerships between federally regulated banks and technology partners and/or preparing a regulatory licensing plan for a nonbank lender. She has a depth of expertise in the commercial lending area and can assist a bank with a loan documentation program, participation agreements, loan sales, and sophisticated loan provisions related to liability, releases and indemnities.

Ms. Alexson is the past President of Orange County Women Lawyers and the past Chair of the Orange County Bar Association Banking and Lending Section.

Ms. Alexson is admitted to the State Bar of California, the United States District Court (Central and Southern Districts of California) and to the United States Court of Appeals (9th Circuit).

Ms. Alexson represents clients in complex mixed collateral loan documents and workouts, financial services regulation, including advising financial institutions on new products and non-discriminatory banking and lending, mortgage finance and expert witness representation related to commercial mixed-collateral lending. Ms. Alexson can: (i) understand the client’s long-range goals, (ii) identify potential liability issues and (iii) determine and implement applicable legal solutions in highly regulated industries. Ms. Alexson is available to assist other attorneys who might need expertise in these areas. Ms. Alexson is willing to collaborate with her clients on budgets and innovative billing techniques to add more value to the attorney-client relationship.

Her experience includes the following:

  • - Representation of a lender in (i) the documentation of a construction loan, and (ii) the review and approval of the land use document (including public finance documents) for the development of a large retail-commercial project, including the Kodak Theater, in Hollywood, California.
  • - Representation of mortgage bankers, brokers, wholesalers and servicers in licensing and regulatory compliance nationwide, and sale of loans to investors. Prepared financing documents to raise equity.
  • - Served as outside general counsel to the mortgage banking subsidiary of a publicly traded bank holding company also owning a commercial bank. Served as outside general counsel to a finance lender specializing in the origination and servicing of mobile home loans.
  • - Representation of a large real estate promoter in equity offerings under Regulation D.
  • - Representation of a large charity in the development of a tax credit low-income housing development in Hollywood, California. Formation of the limited partnership and negotiation of the financing documents.
  • - Representation of financial institutions as follows: mixed collateral problem loan workouts; loss-share agreements with the FDIC, managing and servicing of assets acquired under FDIC loss-share agreements.
  • - Serve as corporate counsel to a national payment processor aggregator.
  • - Expert Witness – Arbitration – The effect of limited liability and claw back provisions for a Delaware Series Limited Liability Company Agreement – Client prevailed in the arbitration.
  • - Negotiation of a strategic alliance between a regulated state-chartered bank and a licensed mortgage broker (California).
  • - Negotiate an offer in compromise of a mixed-collateral SBA 7 (a) and settlement of a claim in the Treasury Offset program.
  • - Legal expert assisting litigation counsel with national media in a dispute between a high- net-worth borrower and an international bank also offering money management services and financial consulting.
  • - Ms. Alexson was an assistant professor at the Western University School of Law where she taught UCC and Real Estate Transactions.

Practice Areas

Education

1983 J.D., University of Southern California Law Center
M.A., B.S. Boston University

Languages

English, French

Publications & Presentations

Presentations

  • RealComm Conference, “Legal Issues Associated with Commercial Data Exchange In E-Commerce” June 2015
  • Institute of Real Estate Managers, Moderator - “Capital Markets - Opportunities and Challenges”
  • Los Angeles County Bar Association (“LACBA”)- “Shareholder Agreements”
  • LACBA – “Securities Issues in Forming Real Estate Syndications
  • National Business Institute (“NBI”) “Real Estate Loan Workouts” (3 part program)
  • NBI “Negotiation and Drafting Buy-Sell Agreements”
  • Orange County Bar Association (“OCBA”) Banking & Lending Section “The Banker’s Perspective: Making Commercial Loans in Today’s Economy”
  • OCBA – Banking & Lending Section “Raising Private Equity for the Inventor”
  • OCBA “Recent Developments in Banking & Lending Law” – Moderator – October 23, 2014
  • OCBA “Construction Loan Agreements” September 2014
  • OCBA “Selected Issues in the Investment in and Acquisition of a Regulated Financial Institution” May 19, 2015
  • American Bar Association (“ABA”) Real Estate Finance Subcommittee “Selected Issues in Loan Guaranties”- April 12, 2016 Queen Elizabeth Hotel, Montreal, Canada.
  • OCBA-Banking and Lending Section Commercial Credit for Emerging Growth Businesses-April 2017
  • ABA Business Section-Loan Documentation Subcommittee “Modification of an SBA Loan” Sheraton Chicago, September 14, 2017
  • OCBA Banking and Lending Section-Moderator” Structuring Commercial and Real-Estate Secured Guaranties” October 16, 2018
  • OCBA Banking and Lending Section-Panelist “Recent Trends in Commercial Real Estate Lending” April 16, 2019

Transactions

  • Representation of a large Japanese company in the acquisition of a subsidiary of a publicly-traded manufacturer of cellular telephone equipment. Transaction amount - $100 million.
  • Representation of a public company in the sale of the company’s portfolio of multi-family tax credit properties. Transaction amount - $30 million.
  • Representation of a specialty foods grocery chain in leasing of retail facilities throughout California.
  • Representation of a southern California engineering firm in the development of an engineering plant for the extraction of natural gas, including obtaining developer REPI credits.
  • Representation of a lender in (i) the documentation of a construction loan, and (ii) the review and approval of the land use documents (including public finance documents) for the development of a large retail-commercial project, including the Kodak Theater, in Hollywood, California. The construction loan amount was approximately $500 million.
  • Representation of mortgage bankers, brokers, wholesalers and servicers in licensing and regulatory compliance nationwide, and sale of loans to investors. Prepared financing documents to raise equity.
  • Served as outside general counsel to the mortgage banking subsidiary of a publicly-traded bank holding company also owning a commercial bank. Served as outside general counsel to a finance lender specializing in the origination and servicing of mobile home loans.
  • Represented real estate investors in equity offerings under Regulation D.
  • Representation of an international non-profit in the development of a tax credit low-income housing development in Hollywood, California. Formation of the limited partnership and negotiation of the financing documents.
  • Representation of financial institutions as follows: mixed collateral problem loan workouts; loss-share agreements with the FDIC, managing and servicing of assets acquired under FDIC loss-share agreements.
  • Serve as corporate counsel to a payment processor.
  • Expert Witness – Arbitration – The effect of limited liability and claw back provisions for a Delaware Series Limited Liability Company Agreement – Client prevailed in the arbitration.
  • Negotiation of a strategic alliance between a regulated state chartered bank and a licensed mortgage broker (California).
  • Analysis of development options for commercial real estate in Riverside County, Ca. Research of low-income housing issues and approvals.
  • Outside general counsel fora mortgage brokerage (QM-Qualified Mortgages). Prepared convertible notes and warrants for nationwide loan broker participation.
  • Representation of parties in SBA guarantied loan transactions.
  • Served as an expert regarding the filing of regulatory complaints with the Office of the Comptroller of Currency and the Securities and Exchange Commission.
  • Representation of a private lender in a real estate secured transaction.
  • Representation of an international asset manager on a loan participation with a California bank as agent.

Affiliations

Professional

  • Ms. Alexson was previously a partner with the international law firm of Loeb & Loeb.
  • Adjunct Professor–Western State University College of Law, 1992-Subjects – Commercial Law and Real Estate Transactions; Member of the Executive Committee of the Business and Corporate Section of Los Angeles County Bar Association – 2000 – 2008; Incoming Treasurer–Secretary of the Orange County Bar Association Banking & Lending Section and serve on the permanent Executive Committee
  • Active: American Bar Association: Business Section – Real Estate Finance Sub-committee and Loan Documentation Sub-committee
  • Expert Witness
  • Approved Expert – TASA
  • American Bar Association – IRA Task Force-Prepared Resolution to Protect Seniors from Financial Abuse