Jonathan D. Joseph
Managing Partner, AV Peer Review Rated
Jonathan Joseph is the firm’s founder, Managing Partner and Chair of its Financial Services Practice. He is peer review rated AV®-Preeminent, a distinction awarded to a small fraction of attorneys in the nation for the highest level of legal ability, reputation and ethics. He has practiced law for over thirty-four years representing banks and other depository institutions with their most complex business and strategic imperatives such as mergers and acquisitions, regulatory and enforcement matters, corporate governance, board, audit and compensation advice, equity and debt offerings, corporate investigations, D & O insurance coverage and indemnification.
Mr. Joseph is well known in the financial services industry for his creativity, skill and judgment and relentless determination to achieve the objectives of his clients. He has a track record of successfully advising clients (including Board Chairs and CEOs) in mergers and acquisitions, defending corporate takeovers, raising capital, boardroom matters and strategic negotiations. He has consummated billions of dollars in corporate and investment transactions during his career.
Mr. Joseph represents other financial services clients with an emphasis on credit unions, e-commerce, investment bankers, money transmitters and digital currency, private equity, public companies and venture capital firms. He often acts as lead or special counsel for fund managers and other financial services clients in connection with acquisitions and divestitures, equity investments in early stage and mezzanine companies, PIPES, cross-border transactions, public offerings, securities and disclosure issues, as well as federal and state bank regulatory and enforcement matters involving all federal banking agencies, the California Department of Business Oversight and Division of Financial Institutions.
A core specialty involves advising directors and officers of troubled and failed banks and defending litigation and enforcement actions by federal banking agencies. Some of the more prominent banking enforcement cases in which Mr. Joseph has recently been involved include:
- Favorably settling negligence and breach of fiduciary duty claims brought by the FDIC against the five most senior officers of County Bank in FDIC as Receiver for County Bank vs. Hawker, et al., (E.D. CA 2012);
- Successfully representing the outside directors of a number of failed state chartered banks commencing in 2009 in which no claims were instituted;
- Settling bankruptcy and indemnification claims in the Chapter 11 reorganization case of In re: Capital Corp of the West, (U.S Bk. Ct., E.D.CA. – Fresno Division, 2012);
- Defending an officer of the failed United Commercial Bank in connection with a criminal investigation by the US Department of Justice and FDIC enforcement action seeking a lifetime banking industry ban and civil money penalties;
- Negotiated a complex settlement with four D&O insurance companies and multiple other parties resulting in the insurers paying for our client’s legal defense costs against FDIC enforcement actions;
- Resolved a threatened FDIC civil money penalty enforcement action against an executive officer of a failed state chartered bank with no penalty;
- Favorably resolved potential civil claims before institution of civil damage or enforcement actions by the Office of Thrift Supervision and its successor, the OCC; and
- Representing a group of outside directors of a failed bank in mediation with the FDIC before a retired Judge prior to the institution of a FDIC civil damage action.
Mr. Joseph is the appointed Chair of the Financial Institutions Committee (2013-2014), a standing committee of the State Bar of California’s Business Law Section and has been a member of the Committee since 2009. He is a member of the State Bar of California, District of Columbia Bar, State Bar of New York and American Bar Association.
Mr. Joseph’s past law firm experience includes:
- Partner at K & L Gates LLP (previously known as Kirkpatrick & Lockhart Nicholson Graham LLP) in the Corporate and Investment Management Group (2003-2006).
- Partner at Pillsbury Winthrop Shaw Pittman LLP (previously known as Pillsbury Madison & Sutro LLP) in the Corporate Securities and Financial Institutions Group (1990-2003).
- Associate and then Partner at Rosen Wachtell & Gilbert, P.C. (1979-1990).
Mr. Joseph earned his Juris Doctor degree from the Washington University School of Law in St. Louis, Missouri in 1979, where he interned for F. Hodge O’Neal, the George Alexander Madill Professor of Corporate Law, and was a contributing writer of the 1979 Supplement to Professor O’Neal’s seminal work: “Squeeze-Outs” of Minority Shareholders: Expulsion or Oppression of Business Associates, Chicago: Callaghan, c1975.
Mr. Joseph has been a frequent lecturer and writer on subjects relating to banking and financial institutions, money transmission and digital currency, corporate law, Dodd-Frank Act, mergers and acquisitions and venture capital. His professional interests also extend into the arts, serving as an art dealer in San Francisco for five years specializing in postmodern art and photography. He was a trustee of the American Conservatory Theater Foundation (A.C.T.) for six years and also served on its executive committee.