Transactions

• Market and industry insight. We’ve handled hundreds of deals across multiple industries, giving us a window into where the market is—and where it’s going.
• Efficient counsel. We staff projects on a low-leverage basis in order to provide cost-effective counsel from highly experienced partners.
• Flexibility and responsiveness. With one of the deepest benches in the industry, we can flex to handle deals of all sizes, and we respond immediately whenever you need us.

We help market-leading card-issuers, processors, merchants, partner banks, and FinTechs negotiate and document transactions including:

Processing and Issuing Agreements
We have represented major issuers and retailers in negotiating and documenting hundreds of agreements, including many that set the market and/or impacted issuers’ market capitalization, for the issuance of co-branded general-purpose consumer credit cards, co-branded consumer debit cards, private-label consumer credit cards and commercial cards in a wide variety of manufacturer/dealer structures in virtually all applicable industry segments.

We have also represented acquirer-processors in hundreds of technology-licensing and merchant transactions and in the development of forms.And we’ve represented acquiring banks in the establishment of several leading acquirer-processors, as well as in the sale of global processing assets and subsidiaries.

Network Agreements
We have assisted closed-loop networks with matters that include creating the template network participation agreements for a global charge card brand, negotiating the same in multiple jurisdictions on behalf of the licensor, and acquiring independent foreign participants in the network. We also represent card issuers in transactions with open-loop networks, including agreements to join networks; card-program specific incentive agreements and agreements for specialized services, including data services, to support particular programs; national and global portfolio-wide incentive agreements; tokenization agreements; BIN-sponsorship agreements; and agreements involving wallets and other emerging payment technologies, such as digital payments networks. We also assist with strategic transactions involving multiple networks, as well as value-at-risk assessments.

In addition, we have represented many industry-leading merchants in network agreements, typically involving credit card branding or debit card routing. 

FinTech, Prepaid, and Emerging Payments Deals
We represent issuers, retailers, processors, technology providers, and program managers in negotiating and documenting arrangements for general purpose reloadable prepaid cards; open- and closed-loop gift cards; virtual currency; online and emerging payment processing; and online marketplaces. We have handled many other aspects of payment systems and programs, including commercial agreements and customer disclosures and agreements for use online and for mobile commerce and trademark and patent issues. These transactions often involve a mix of complex transactional and regulatory issues as well as the need for counsel on strategic investment issues.

M&A
We have helped clients buy or sell major portfolios of consumer or merchant accounts, including conducting regulatory due diligence associated with such transactions. In addition, we help establish or dissolve limited liability companies and other joint-venture vehicles and conduct HSR analyses of portfolio acquisitions/sales. These transactions often involve the purchase or sale of processors.

Loyalty-Related Transactions
We represent financial institutions in negotiating complex agreements to participate in other parties’ loyalty programs, such as those of global airlines. We also represent financial institutions and others in structuring, documenting and operating their own loyalty programs, including loyalty coalitions.

Vendor Agreements
We represent clients in establishing, amending or terminating material agreements with major processors, technology providers, data providers and other material vendors.