Joseph Lynyak and Rodney Peck Review Steps to Avoid Personal Liability Post-Dodd-Frank in The D&O Diary
Rodney R. Peck
Rodney Peck practices in the corporate, securities, finance and banking law areas, including mergers and acquisitions, bank transactional and regulatory matters and corporate and securities matters. He joined Pillsbury in 1970 and became a partner in 1978. Industry groups emphasized in Mr. Peck’s practice include financial services, energy and telecommunications.
Mr. Peck is senior partner of the law firm’s Financial Institutions group, and served as a member of the firm’s 11-person Managing Board from 1988-2003. Mr. Peck has also served as Managing Partner-Financial Planning and Policy of the firm and as Leader of the firm’s Finance Committee.
In the merger and acquisition field, Mr. Peck has represented both buyers and sellers in many transactions, including: advice to Chevron Corporation in its merger with Texaco Inc., a $36 billion transaction; acting as chief outside corporate counsel to Pacific Telesis Group in its $17 billion merger with SBC Communications, Inc., the fourth largest merger in U.S. corporate history at the time; acting as chief outside corporate counsel to Bank of America in its $2.2 billion acquisition of Continental Bank Corporation in Chicago and in its disposition of some $8.5 billion in branches, assets and deposit liabilities following its merger with Security Pacific National Bank and in many other business combinations; representation of BNP Paribas and Bank of the West in the $1.0 billion merger of Bank of the West and First Hawaiian, Inc. and in their $2.4 billion acquisition of United California Bank, their $1.2 billion acquisition of Community First Bancshares, Inc. and their $1.4 billion acquisition of Commercial Federal Corporation; representation of WestAmerica Bancorporation in its $330 million acquisition of Vallicorp Holdings, Inc., Fresno, California; representation of Zions Bancorporation in its $1.7 billion acquisition of Amegy Bancorporation; representation of the Pacific Exchange, Inc. in its demutualization and its acquisition by Archipelago Holdings; and representation of UnionBanCal Corporation in its $3.5 billion going private transaction with Bank of Tokyo-Mitsubishi Ltd.
In his securities practice, Mr. Peck has represented many underwriters and issuers in initial public offerings and a variety of other securities transactions. Underwriters represented include Bear, Stearns & Co., Inc., Morgan Stanley/Dean Witter, and Oppenheimer & Co., Inc. Mr. Peck acted as counsel to Bank of America in a “carve-out” transaction in which Bank of America sold to the public in an underwritten public offering, managed by Goldman, Sachs & Co., $233 million in common stock of its subsidiary, BA Merchant Services, Inc., one of the largest merchant processing businesses in the United States. Mr. Peck also represented Bank of America in connection with the establishment of Kearny Street Real Estate Company L.P., a “collecting entity” formed to hold and liquidate several billion dollars of nonperforming assets acquired in the merger with Security Pacific National Bank and which was funded by a $500 million public offering of pay-through debt securities. Mr. Peck represented Bear, Stearns & Co., Inc. and the other underwriters in an $87 million initial public offering and a $130 million follow-on offering by UTI Worldwide, a foreign private issuer. Other representative securities transactions include a $200 million senior note offering by Union BanCal Corporation, a $75 million public offering of common stock by Bancorp Hawaii, Inc., public offerings of common stock by Puget Sound National Bank, Tacoma, and Peoples National Bank, Seattle, and a public offering of $41 million of common stock by Key Tronic Corporation.
Mr. Peck’s corporate practice includes the formation and organization of corporations and partnerships, shareholder relations and counseling management and boards of directors in connection with the discharge of their fiduciary responsibilities. Boards of directors counseled by Mr. Peck have included those of Bank of America, Pacific Telesis Group, Chevron Corporation, Federal Home Loan Bank of San Francisco, Bank of the West, Union Bank of California, Union BanCal Corporation, Pacific Exchange, Inc. and others. Mr. Peck has also rendered advice and counsel in a variety of litigation matters involving corporations and shareholders, including hostile tender offers and proxy contests for corporate control.
In the finance area, Mr. Peck, in March of 1984, led the team representing Chevron in the establishment of a $14 billion revolving to term credit facility. This was the largest credit facility ever arranged to that time and provided the funds for the acquisition by Chevron of Gulf Oil Corporation, the largest merger in corporate history to that date. Other representative finance transactions include representing Bank of America and a syndicate of some 25 banks in revolving credit facilities to Boise Cascade Corporation totaling $1.5 billion and $750 million, and representing Bank of America and other lenders in a $3 billion financing for Levi Strauss & Co.
Mr. Peck’s practice has also included representation of banks and bank holding companies in connection with federal and state regulatory matters (including bank and bank holding company formations). Mr. Peck has also represented the Federal Home Loan Bank Board, the Federal Savings and Loan Insurance Corporation and the Office of Thrift Supervision.
Mr. Peck has been a member of the Financial Institutions Committee of the State Bar of California. He is also a member of the Committee on Banking Law of the Section of Corporation, Banking and Business Law of the American Bar Association. In 1978, Mr. Peck was a member of the Ad Hoc Committee of the State Bar of California which advised the California Superintendent of Banks on revisions to the California Banking Law. Mr. Peck has participated in a number of Practicing Law Institute and other professional programs. Publications include: “Representing the Target Bank or Bank Holding Company in a Negotiated Acquisition,” in New Banks and New Bankers 1981 (1981); “The Non-Bank Bank Phenomenon: Recent Developments and Implications for Interstate Banking,” in New Banks and New Bankers 1984 (1984); “Swaps Programmes for Banks,” International Financial Law Review (December 1985); “Collateralisation of Swap Transactions,” in Swap Finance (Euromoney Publications 1986); “Events of Default Under Swap Contracts,” in Euromoney Swap Finance Service Update I (1987); “The Federal Home Loan Banks and the Home Finance System,” in The Business Lawyer (May 1988); and “FIRREA and the New Federal Home Loan Bank System,” in the Santa Clara University Law Review (1992).
Mr. Peck is a member of the Board of Trustees of Dominican University of California, San Rafael, California and has served as a member of the Board of Directors of the California State Club Association.
- Best Lawyers in America, Lawyer of the Year, Banking and Finance Law, Financial Services Regulation Law—San Francisco (2013), Banking Law (2011)
- Chambers USA, Financial Services Regulation—National (2005-2012)
- Best Lawyers in America, Banking and Finance Law, Financial Services Regulation Law (for 15+ years)
- PLC Which Lawyer?, Finance—San Francisco & Silicon Valley (2007-2012)
- Who's Who Legal, Corporate & Securities—San Francisco (2006-2010)
- BTI Client Service All-Star (2005)