Robert L.

Carothers, Jr.

Position: Partner
Office: Mobile

Rob Carothers is a partner in the Corporate Practice Group. He focuses his practice on financial institution regulation and mergers and acquisitions. He serves as the office head for the firm’s Mobile office.

Rob advises banks and other financial institutions on a wide range of regulatory matters. This includes assisting clients with compliance with federal and state banking laws and regulations (e.g., Truth in Lending Act (TILA)/Reg Z, Real Estate Settlement Procedures Act (RESPA), TRID, Bank Secrecy Act (BSA), Fair Debt Collections Practices Act, Community Reinvestment Act (CRA), mortgage origination/servicing rules, privacy rules, as well as many others). He also has experience assisting bank clients with data breach issues. He works with clients to prepare for regulatory examinations and counsels them on issues that arise during the examinations process, including negotiating proposed enforcement actions.

He has significant experience working with banks in the mergers and acquisition process, including buy-side and sell-side representation (he has worked on more than 20 transactions during his career). As part of the M&A process, he works closely with clients to assist with due diligence, negotiation of key agreements, guiding clients through the regulatory applications process, drafting proxy statements, and other matters that arise during the process. He has worked with clients to deal with unique issues that arise with respect to in-market mergers, including working with the Department of Justice.

He frequently works with bank clients on various types of regulatory applications, including bank holding company formation applications, branch applications, main office relocation applications, Change In Bank Control applications, and charter conversion applications. He has also worked with investor groups to charter de novo banks.

He has worked with numerous banks to obtain CDFI certification with the CDFI Fund and assisted CDFI bank clients with annual reporting and BEA grant applications.

He has experience working with clients in various types of capital-raising transactions, including common stock offerings, subordinated debts issuances, and holding company loans. He works with clients with respect to preparation of offering documents, compliance with securities laws, and making any necessary filings with the SEC and state securities commissions.

Rob is a frequent speaker at banking industry conferences, including conferences held by the Alabama Bankers Association, the Louisiana Bankers Association, and the Auburn University Bank Directors College. He is a member of the Steering Committee for the Auburn University Bank Directors College and has served in this role since its founding in 2010.