Stephen M. Klein
BAR ADMISSIONS
Washington, 1980; District of Columbia, 1973
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Steve has served as a member of Graham & Dunn’s board of directors and as chair of the firm’s Financial Services Team. He counsels financial institutions about federal and state banking matters and related securities law and financing issues. Steve utilizes his background and experience as a bank regulator with the Comptroller of the Currency and as an accountant on Wall Street in advising our diverse group of banking clients throughout the Western United States.
Steve assists financial services companies in creatively structuring and successfully implementing mergers and acquisitions and has been involved in well over 100 transactions as counsel for buyers or sellers. Graham & Dunn was tied for second among law firms in the Western United States for the number of deals in which it served as counsel during 2006.
Steve counsels financial institutions about federal and state banking matters, and related securities law and financing issues. He also assists companies in regulatory enforcement and compliance, capital formation, strategic planning, new bank formations, stock repurchase programs and defensive strategy planning. Further, he guides SEC and state securities registrations for public offerings and acquisitions.
Steve has spoken at “Acquire Or Be Acquired,” Bank Director Magazine’s annual national conference on mergers and acquisitions in Arizona every year since 1996. Steve is also a frequent speaker at numerous bank trade association conferences.
PRESENTATIONS AND PUBLICATIONS
Moderator, “Bank CEO Brainstorming Meeting,” (The past decade)
Panelist, “D.A. Davidson Investment Conference,” (May 7, 2008)
Panelist, “Point/Counterpoint on Merits of Recent Mergers & Acquisitions, Growth, and General Banking Trends,” Acquire or Be Acquired Annual Conference (January 29, 2007)
Presenter, “Bank Merger & Acquisition Simulation,” Arizona Bankers Association Annual Meeting (October 26, 2006)
Presenter, “What to do With an Unsolicited Takeover Proposal,” California Independent Bankers Annual Convention (October 6, 2006)
Presenter, “To Sox or Not to Sox: Directors’ Responsibilities Under Section 404 of Sox,” Western Independent Bankers CFO and Risk Management Conference (June 7, 2006)
RECOGNITION
Best Lawyers, “The Best Lawyers in America, Financial Institutions Law Section,” 2006
Corporate Counsel Magazine, “Best Lawyer’s in America: Banking Law,” 2003
EDUCATION
J.D., Georgetown University Law Center, 1973
B.S., Accounting and Business, New York University, 1969
representative transactions
Mergers and Acquisitions
Columbia Banking System, Inc. acquisition of Mountain Bank Holding Company in cash/stock dealColumbia Banking System, Inc. acquisition of Town Center Bancorp in cash/stock deal Glacier Bancorp, Inc. acquisition of North Side State Bank in cash/stock deal Northern Nevada Bank merger with The Bank Holdings in cash/stock deal Valley Bancorp merger with Community Bancorp in stock/cash dealGlacier Bancorp, Inc. merger with Citizens Development Company in cash/stock dealNorthStar Financial Corporation merger with Frontier Financial Corporation in tax-free stock dealPacific Continental Corporation acquisition of NWB Financial Corporation in cash/stock dealCityBank sale of Diligenz, Inc. to CSC Corporation in all cash dealWashington Commercial Bancorp merger with Venture Financial Group, Inc. in cash/stock dealColumbia Banking System, Inc. acqusition of Bank of AstoriaCommunity First Bank acquisition of Connell branch of Baker Boyer national BankBNW Bancorp, Inc. merger with Pacific Financial Corporation in stock dealCashmere Valley Bank acquisition of Ellensburg branch of Pacific Northwest BankUnited Savings and Loan Bank cash/stock merger with Washington FederalPanhandle State Bank acquisition of Orchard Bank Branch of Household Bank, f.s.b.Harbor Bank, NA merger with First Community Financial Group in all cash dealLinn-Benton Bank merger with Umpqua Bank in cash/stock dealGlacier Bancorp, Inc. acquisition of Wells Fargo BranchesGlacier Bancorp, Inc. acquisition of WesterFed Financial Corporation in cash/stock dealSilverdale State Bank merger with AMB Financial Services Corporation in cash dealGlacier Bancorp, Inc. acquisition of Mountain West Bank in tax-free stock dealPioneer Bancorporation merger with Zions Bancorporation in tax-freestock dealValley Bancorporation merger with Frontier Financial Corporation in tax-free stock dealNorth Pacific Bancorporation sale to Heritage Financial Corporation in cash dealInterWest Bancorp, Inc. acquisition of Pacific Northwest Bank in tax-free stock dealWest Coast Bancorp acquisition of Centennial Holdings, Ltd. in tax-free stock deal
New Bank Formations
CenterPointe Community Bank, Hood River, OregonLewis & Clark Bank, Oregon City, OregonBank Reale, Pasco, WashingtonCenter Bank, Lynnwood, WashingtonEastside Commercial Bank, N.A., Bellevue, WashingtonOregon Coast Bank, Newport, OregonNorthern Nevada Bank, Reno, NevadaCommunity First Bank, Kennewick, WashingtonCanyon Community Bank, N.A., Tucson, ArizonaCharter Bank, Bellevue, WashingtonNorthwest Business Bank, Seattle, WashingtonCoastal Community Bank, Everett, WashingtonBank Northwest, Bellingham, WashingtonBank of Edmonds, Edmonds, Washington
Holding Company Reorganizations
Skagit State Bank, Burlington, WashingtonNorthern Nevada Bank, Reno, NevadaCashmere Valley Bank, Cashmere, WashingtonCommunity First Bank, Kennewick, WashingtonCoastal Community Bank, Everett, WashingtonBank Northwest, Bellingham, WashingtonEvergreen Bank, Seattle, WashingtonValley Bank, Henderson, NevadaNorthwest International Bank, Seattle, WashingtonCharter Bank, Bellevue, WashingtonSilver State Bank, Henderson, Nevada
Securities Offerings
Northwest Commercial Bank common stock offering, Lakewood, WashingtonEvergreen Bancorp, inc., common stock offering, Seattle, WashingtonGlacier Bancorp, common stock offering, Kalispell, MontanaCanyon Bancorporation stock offering, Tucson, ArizonaPinnacle Bank common stock offering, Beaverton, OregonValley Bancorp underwritten initial public offering, Henderson, NevadaMountain Bank Holding Company common stock offering, Enumclaw, WashingtonThe Bank Holdings common stock offering (underwriters' counsel), Reno, NevadaNorthStar Bank common stock offering, Seattle, WashingtonValley Bancorp common stock offering, Henderson, NevadaNWI Financial Corporation common stock offering, Seattle, WashingtonCharter Bank common stock offering, Bellevue, WashingtonColumbia River Banking Company common stock offering (underwriters' counsel), The Dalles, Oregon
Other Transaction and Financings
Community First Bancorp subchapter S conversion, Kennewick, WashingtonOlympic Bancorp subchapter s conversion, Port Orchard, WashingtonHawaii National Bancshares, Inc. going private transaction, Honolulu, HawaiiNumerous Trust Preferred Offerings