Marcus J. Williams
Partner

1420 Fifth Avenue Suite 3700, Seattle, WA USA 98101

Overview

Marc Williams has more than two decades of experience advising regional and community banks, bank boards, and financial services companies on regulatory, transactional, enforcement, and governance matters. His practice is built around deep, trusted relationships with financial institutions and their boards, including community and regional banks, bank holding companies, fintechs, and specialty lenders. Marc delivers business-oriented counsel across the financial institution spectrum: federal and state banking regulation, compliance and enforcement, chartering, change in control, third-party vendor relationships, executive compensation, board advisory, and complex lending and commercial finance. He also supports these clients in M&A, capital markets, and corporate governance.

Prior to joining the firm, Marc was a shareholder in the Los Angeles, Seattle, Portland, and Salt Lake City offices of a full-service business law firm where he was a financial institution and corporate finance attorney with more than two decades of experience advising regional and community banks, bank boards, and financial services companies on regulatory, transactional, enforcement, and governance matters. Previously, Marc served as a partner and Chair of the Securities and Corporate Finance Practice Group at a nationally recognized law firm headquartered in Seattle.

Marc is a former United States Marine and United States Naval Flight Officer.

Marc was recognized as one of “America’s Leading Lawyers for Business” in Corporate/Commercial (Washington) by Chambers USA (2010-2019). He has been listed in The Best Lawyers in America® for Securities Law/Capital Markets Law since 2013 and is AV Rated® by Martindale-Hubbell®.

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Experience

Representing Portland, Oregon based Pacific West Bancorp and its banking subsidiary, Pacific West Bank, in its merger with Seattle based FS Bancorp and 1st Security Bank of Washington.

Represent Eastern Oregon-based privately held bank in various securities transactions, acquisitions, and bank regulatory matters.

Represent numerous community banks and bank holding companies in corporate, securities, and bank regulatory matters.

*Represented Puget Sound area bank holding company in sale of assets and assumption of deposits to federally chartered credit union.

*Represented bank holding company headquartered Seattle in its $124 million acquisition of a federally chartered savings association.

*Represented bank holding company headquartered in Seattle in its simultaneous acquisitions of two full-service banks and a financial services firm.

*Represented bank holding company headquartered in Seattle in its $54 million acquisition of a full-service bank.

*Represented Seattle-based bank holding company in its $100 million initial public offering and in multiple acquisitions.

*Represented family shareholder group owning approximately 31% of the common stock of a publicly traded bank holding company in a campaign that led to a $850 million bank sale.

*Represented Los Angeles-based bank holding company in issuance and sale of senior subordinated notes.

*Represented Western Oregon based community bank in response to shareholder activism campaign and subsequent sale to friendly acquiror.

*Represented founding stockholder group in connection with campaign to influence improvements in governance and strategy of an Iowa-based bank holding company.

*Represented trustees of charitable trust owning California bank and trust company in corporate governance, strategy, and related matters.

*Represented Oregon-based community bank in defeating unsolicited takeover proposal by competitor. *Represented employee-owned wealth management firm in multiple acquisitions of investment advisors, insurance brokers, and related transactions.

*Represented Seattle-based investment advisory firm in its sale to a leading wealth management firm for independent advisors and in related corporate and shareholder matters.

*Represented ESOP-owned manufacturing company in corporate, securities, and general commercial matters.

*Represented Seattle-based nonprofit whose mission is securing a sustainable future for the Pacific Northwest, in forming three social impact investment funds and related strategic matters. These endeavors were focused on securing properties for conservation, community space, affordable housing, and small businesses as the Puget Sound Region and Western Washington came under increasing development pressures.

*Represented diversified agricultural and specialty products company in contested election of directors and stockholder opposition to board proposal.

*Represented industry leader in eDiscovery and intelligent data management in its auction and sale to a full-service telecommunications infrastructure company.

*Represented Poulsbo, Washington-based timber and real estate development company in its activism defense and its $660 million acquisition by a timberland real estate investment trust.

*Counseled a private equity firm and its affiliates in connection with its $8.3 billion acquisition of a Seattle-based SAAS technology company, including representing the surviving company in connection with post-closing dissenters’ rights and litigation matters.

*Counseled a global technology provider of property management software and data analytics in connection with a $330 million acquisition of a Seattle-based software company.

*Represented subsidiary of a major Russian full-service airline in its acquisition of the assets of a general aviation aircraft manufacturer.

*Represented family owned, multi-generational Los Angeles-based wholesale distributor in connection with shareholder activism campaign and resulting auction and sale processes.

*Represented large multinational automobile and equipment manufacturer in strategic investment in business-to-business software development and engineering company operating in the automotive telematics industry.

*Represented China-based aerospace manufacturer in a joint venture with and investment in a Seattle-based air freighter conversion company.

*Represented nationally recognized television production company in structuring investment entity to receive and hold securities issued by reality television show participants and allocating interests among celebrity “mentors.” Engagement included structuring and forming investment entity and related management company, structuring and issuing equity interests to celebrity participants, and structuring equity securities to be issued by production participants.

*Represented leading winery in Oregon in multiple registered public offerings of preferred stock.

*Represented the principal non-regulated subsidiary of an electric utility holding company in its simultaneous acquisition of three alternative-energy companies.

*Represented the principal non-regulated subsidiary of an electric utility holding company in its minority investment in an energy management technology company.

*Represented state-owned investment fund in its contribution of $904 million in real estate assets to a newly formed REIT and in the subsequent $1.6 billion initial public offering of a real estate investment trust.

*Represented global manufacturer of electronic engine and throttle controls serving the heavy truck and heavy equipment industry in its auction and $125 million sale to an engineering and manufacturing corporation.

*Represented bank holding company headquartered Seattle in its $100 million initial public offering.

*Represented testing and engineering services company in the nuclear power industry in its auction and sale to an engineering and manufacturing corporation.

*Issuer’s counsel in the $480 million Rule 144A offering of senior secured notes for nationally known Oregon-based building products company as a part of its $1.2 billion debt refinancing.

*Represented well-known seafood and steakhouse restaurant chain in defense of unsolicited tender offer by the operator of a diverse portfolio of casual, themed, and fine dining restaurants, and in its auction and $131 million merger.

*Represented company that specializes in semiconductor manufacturing and capital equipment in its auction and $364 million tender offer and merger with a corporation that engineers and manufactures semiconductors.

*Represented developer and manufacturer of solutions for medium- and heavy-duty on-road and industrial markets in mezzanine financing, multiple public stock offerings, general corporate and securities matters, and its $400 million acquisition by an Italian manufacturer and marketer of automotive LPG and CNG components and systems.

*Represented Oregon-based precision manufacturer of medical device components in its auction and resulting $109 million sale of 100 percent of its equity to a private equity firm.

*Represented multinational banking and financial services company headquartered in Australia in its acquisition of a community-focused banking service in Guam.

*Represented publicly traded company that owns and operates a mountain resort in Montana in reverse stock split and going-private transaction and in general corporate and securities reporting and compliance matters.

*Represented telecommunications provider of mobile and fixed wireless broadband communications services in its $600 million initial public offering.

*Represented telecommunications provider of mobile and fixed wireless broadband communications services in connection with its $900 million strategic financing by three major technology corporations.

*Experience gained by attorney prior to joining Kilpatrick

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Education

Southern Methodist University Dedman School of Law J.D. (1997) cum laude

Auburn University B.S., Political Science (1988)

Admissions

California (2018)

Oregon (1997)

Utah (2022)

Washington (2003)

Court Admissions

U.S. District Court for the Eastern District of Washington

Professional & Community Activities

Pasadena Angels, Member (2021-2022)

Los Angeles Sports and Entertainment Commission, Advisory Board (2017-2020)

Washington State Bar Association, Securities Committee and Legislative Committee, Member (2005-2012)

Holy Family College Preparatory School, Glendale, California, Board of Directors (2018-2022)

Mary’s Path, Santa Ana, California, Board of Directors (2013-2018); Chair (2016-2017)

Family Services of King County, Board of Directors (2003-2006)

St. Bede the Venerable Catholic Church, La Cañada, California, Member

FAA-Licensed Airline Transport Pilot with ratings in single and multi-engine airplanes, single-engine seaplanes, and gliders

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