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MoFo Advises LendingClub on Acquisition of Tally Technologies’ IP Assets in Partnership with Pagaya

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Morrison Foerster advised LendingClub Corporation, (NYSE: LC), operator of America's leading digital marketplace bank, on the...

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Morrison Foerster advised LendingClub Corporation, (NYSE: LC), operator of America's leading digital marketplace bank, on the acquisition of the intellectual property behind Tally Technologies, Inc. in partnership with Pagaya Technologies LTD (NASDAQ: PGY), a global technology company delivering AI-driven product solutions for the financial ecosystem.Tally's innovative technology simplified credit card management, helping users optimize payments, reduce interest, and improve credit health. Tally's consumer solution allowed users to link credit cards, automate card payments, and adopt strategies to lower interest costs and avoid late fees. LendingClub uses proprietary technology and data to provide consumers with compelling solutions to reduce the cost of their debt and pay it off more quickly. This transaction will accelerate the evolution of LendingClub's member engagement platform to drive future growth.The MoFo team was led by M&A Group co-chair and San Francisco partner Brandon Parris and Financial Services Group co-chair and New York partner Jeff Silberman, with assistance from San Francisco business restructuring + insolvency senior counsel Adam Lewis.Read the <a href="https://www.prnewswire.com/news-releases/lendingclub--pagaya-acquire-assets-of-tally-technologies-302270848.html" target="_blank">press release</a>.

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Brandon Parris is a corporate partner and serves as co-chair of the firm's global Mergers & Acquisitions Group.Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, life sciences, biotechnology, and financial services.Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR100 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”Brandon formerly served as co-chair of Morrison Foerster’s Global Corporate Department of over 400 lawyers.

Brandon Parris

Global Co-Chair of M&A Practice

Jeff Silberman is co-chair of the firm’s Financial Services Group and co-lead of our Fintech practice, where he provides business-oriented and strategic advice to fintech companies and financial institutions.​​​Jeff’s focus includes bank/fintech partnerships, online and app-based financial services, digital assets and blockchain based payment systems, marketplace business models, and capital markets matters. He has extensive experience negotiating commercial and strategic relationships in highly regulated markets and is known for advising financial institutions and high-growth companies on the various legal, regulatory, and operational complexities associated with financial infrastructure, digital-first financial products, Software-as-a-Service (SaaS) and licensing arrangements, and the adoption and scale of online, app, and cloud-based business models.Jeff regularly acts as external general counsel advising early and growth stage startups, as well as incumbent fintech companies and financial institutions, on all areas affecting their organizations. He works closely with senior management and boards of directors to provide practical legal and business advice.Jeff has over two decades of legal experience in the fintech, financial services, and capital markets space, including nine years as in-house and general counsel at prominent fintech and financial services companies. Prior to joining Morrison Foerster, he served as global co-chair of the fintech practice at another leading international firm.<h4>Representative Experience</h4>Fintech<ul><li>Represent an international B2B e-commerce marketplace in transactional and regulatory matters related to integrated financial products and payment services.</li><li>Represented a public fintech company in its initial and additional bank sponsorships, including negotiation of program management, processor, network, and other third-party agreements and arrangements.</li><li>Represent a global cryptocurrency exchange in the creation and support of domestic and cross-border payment products.</li><li>Represent a U.S. challenger bank in the creation of its platform, including a sponsor bank, processing, card network, and other third-party service provider agreements.</li><li>Represented an app-based investment adviser in its formation and registration of an RIA and commercial relationships with executing broker-dealers and other supporting service providers.</li><li>Represented a fintech platform on its mobile solar loan application, loan origination, and forward flow facility.</li><li>Represented a leading fintech platform in the negotiation and execution of master service agreements integrating its technology with marketplace lenders and online small business lenders.</li><li>Represent various blockchain-based service providers, DAOs, and cryptocurrency exchanges in product creation and associated digital asset regulatory considerations.</li><li>Represented a SaaS platform in the creation and negotiation of master service agreements for broker-dealer, asset manager, and insurance company integrations.</li><li>Advised a digital asset advisory boutique in its regulatory matters.</li><li>Counseled an income share agreement platform in various forward flow purchase agreements.</li><li>Represented a point-of-sale finance platform offering consumer loans, deposit accounts, and debit cards in its sponsor bank relationship, processor, and related third-party service provider agreements.</li></ul><ul><li>Represented a cloud-based voice trading and data collection platform in strategic partnerships and integrations with a global investment bank and other broker-dealer integrations.</li><li>Negotiated strategic partnerships, joint ventures and service agreements on behalf of a leading Lending-as-a-Service fintech platform.</li><li>Counseled a digital point of sale finance platform in the creation of forward flow relationships for the sale of consumer loans.</li><li>Represented a leading fintech lending platform in the creation of forward flow facilities for consumer loans.﻿</li></ul>Financial Institutions<ul><li>Advised several U.S. banks on their core systems and various technology integrations to support direct and sponsored business units.</li></ul><ul><li>Represented a top U.S. bank in the structuring of its online wealth management platform, and related fintech integrations.</li><li>Represented several sponsor banks entering the Banking-as-a-Service space, including creation of program documentation, issuer processor arrangements, and other key third-party service provider arrangements.</li><li>Advised a growth stage venture capital fund in its Series C investment in a fintech platform focused on mortgage loan origination.</li><li>Counseled a U.S. bank evaluating digital lending business models, and the due diligence and creation of vendor relationships with fintech service providers.</li><li>Advised multiple credit unions in the origination and sale of digitally originated whole loans and loan participations.</li><li>Represent a broker-dealer in the expansion of its platform to enable online transactions.</li><li>Advised a growth stage venture capital fund in its Series B investment in a fintech platform offering AI solutions to reduce losses in auto, mortgage, and retail lending.</li><li>Represent a broker-dealer establishing its Capital Acquisition Broker registration.</li><li>Represented a New York based broker-dealer in fintech and trading system licensing matters.</li><li>Counseled a regional bank in the creation of its digital lending platform, including creation of related disclosure documents, loan agreements, and internal operating procedures.</li><li>Provided general counsel in corporate and strategic matters, to NY based broker dealer including establishment of new business lines, FINRA continuing membership applications, technology and other vendor licensing and service agreements, and general employment matters.</li></ul>

Jeff Silberman

Co-Chair of Financial Services Group

Adam practices bankruptcy and insolvency. His practice covers the entire range of issues in bankruptcy matters, including structuring transactions to minimize the impact of bankruptcy, representing creditors such as lenders, landlords, and other parties to executory contracts and sureties, and assisting clients in the purchase of assets or companies in distressed circumstances or bankruptcy.Adam has represented debtors and creditors committees as well as creditors, bidders, contract counterparties, and other interested parties. His experience includes such diverse areas as telecommunications, agriculture, intellectual property, high technology, energy, construction, asset–based finance, and real estate.Adam has special expertise in bankruptcy jurisdiction (including bankruptcy consumer class actions), environmental law, telecommunications, airlines and airports, intellectual property, high tech and biotech, preference or fraudulent conveyance actions, and other bankruptcy litigation. He also has extensive experience in all aspects of distressed real estate matters, representing such diverse interests as mortgagees, purchasers, and developers, as well as in the real estate aspects of other kinds of matters (such as retail chain bankruptcies).Adam served two terms as a member of the Insolvency Law Committee of the Business Law Committee of the State Bar of California (now the California Lawyers Association) and has been an advisor to the Committee ever since. He also has been a panelist on numerous programs for such organizations as the California Bankruptcy Forum, the State Bar of California, and the Bar Association of San Francisco on topics including the interplay of intellectual property law and bankruptcy law, and bankruptcy court jurisdiction.