Rayburn W. Green

(479) 695-1963
Partner
(479) 973-0007 Fax
Rayburn.Green@KutakRock.com

Mr. Green is a partner in the Fayetteville, Arkansas office. Since 1992, he has been actively and exclusively engaged in the private practice of law. He has practiced from Northwest Arkansas throughout his career. He is licensed as an attorney in both Arkansas and Oklahoma. Mr. Green is approved to practice before the U.S. Supreme Court, the U.S. Eighth Circuit Court of Appeals, the U.S. Tax Court, and certain federal district courts. He routinely counsels clients across the country regarding their legal matters. His primary areas of practice include banking, business organizations, business transactions, real estate, trusts and estates, and entertainment. His clients include multiple banks, credit unions, and other financial institutions, as well as numerous private companies and individuals. Mr. Green is self-described as a business lawyer.

Banks, Credit Unions, and Financial Institutions

Mr. Green has extensive experience with respect to a wide array of legal matters affecting banks, credit unions, and other financial institutions. He currently serves as general counsel or special counsel to several financial institutions.

His practice includes the representation of clients before federal and state regulatory agencies. He assists clients with the preparation of regulatory applications for the approval of new charters, major transactions, and expansion of operations. He also represents financial institutions during regulatory examinations and enforcement proceedings. His practical understanding of these subjects promotes effective compliance with regulatory requirements.

Mr. Green commonly represents financial institutions in both major and ordinary transactions. As lead counsel in major transactions, Mr. Green represents financial institutions in mergers and acquisitions with other financial institutions. He also assists clients with security offerings, proxy statements, and shareholder relations. Clients seek his advice as to the structuring of operations through holding companies, subsidiaries, and affiliates.

He has a wealth of experience with respect to transactions ordinarily encountered by financial institutions. Throughout his practice, he has represented financial institutions in a variety of lending and finance transactions. Mr. Green has particular experience in perfecting liens in all types of collateral. The variety of these transactions include loans for the acquisition and development of real estate, acquisition of business operations, dealer and floorplan financing, asset based funding, and many other types of lending and finance transactions.

Mr. Green also has significant experience with deposit operations, payment systems, treasury management services, and other non-lending functions of financial institutions. He regularly advises clients regarding time-sensitive issues relating to the processing of checks and other payment items. Mr. Green also advises clients as to credit card merchant programs.

Mr. Green assists with court cases frequently encountered by financial institutions. He routinely advises clients regarding workouts, foreclosures, bankruptcy claims, garnishments, levies, and other litigation. Similarly, he represents financial institutions with respect to subpoenas and law enforcement investigations. Mr. Green has extensive experience with cases involving embezzlement by employees and fraud and forgery by customers. He also has significant experience with regard to lender liability claims.

Examples of Mr. Green’s experience with financial institutions include:

  • The organization of national and state banks with branches in multiple jurisdictions.
  • The representation of banks and holding companies involved in mergers and acquisitions.
  • The representation of a federal credit union with respect to one of the largest surety bond claims known to have ever been paid. The claims arose from widespread fraud of an executive officer.
  • The representation of a bank victimized by fraud and forgery of an executive officer. Mr. Green’s work resulted in federal prosecution of the officer and full restitution of all losses.
  • The representation of a financial institution with respect to loans for the development of a regional medical office park.
  • The representation of a financial institution with respect to a loan for the acquisition of fifty or more commercial properties in multiple jurisdictions.
  • The representation of a financial institution with respect to loans to a foreign manufacturer with foreign operations.
  • The representation of a creditor in the dismissal of bankruptcy proceedings of a primary customer.
  • The representation of financial institutions in jury trials regarding lender liability claims.
  • The representation of financial institutions with respect to online banking services.
  • The reversal of findings in reports of examinations by regulatory authorities.
  • The guidance of a financial institution’s compliance with a regulatory enforcement order and the eventual termination of the enforcement order.
  • Mr. Green is a member of the firm’s Insured Depository Institutions Committee which reviews the firm’s engagements of financial institutions.

Business Organizations

Mr. Green represents clients with respect to the organization, qualification, and maintenance of most types of business organizations including limited liability companies (LLC), corporations, general and limited partnerships, joint ventures, and charitable and tax-exempt organizations.

Mr. Green provides advice as to how various factors impact the selection of the type of business organization to best accommodate a client’s expectations. His experience provides insight into how the characteristics of different industries impact a client’s choice of business organization. Mr. Green provides advice as to how tax laws affect different types of business organizations. Mr. Green has widespread experience with regard to buy-sell arrangements among owners of business organizations. He understands the legal and practical consequences of the departure of an owner from a business organization, as well as the addition of a new owner to a business organization.

As part of his representation of business organizations, Mr. Green serves as a key advisor to boards of directors, management committees, and executive officers with respect to the performance of their legal responsibilities.

Examples of Mr. Green’s practice regarding business organizations include:

  • The organization of hundreds of limited liability companies including one of the first in Arkansas.
  • The organization of hundreds of widely held corporations.
  • The organization of complex structures for business organizations to improve efficiencies and to minimize risks.
  • The successful application for tax exempt status for multiple charitable organizations engaged in healthcare facilities.
  • The formation of business organizations with multiple owners including a limited liability company with more than 50 members in 23 states.
  • The representation of a private company in a joint venture with a public company.
  • The organization of business organizations to lease assets or provide staffing functions to affiliated business organizations.
  • The representation of owners of business organizations with respect to the sale of their ownership and the acquisition of ownership held by other owners.
  • The representation of business owners with respect to the dissolution, termination, or breakup of business organizations including a particularly contentious breakup involving numerous companies with owners in multiple jurisdictions.
  • The representation of owners with respect to conflicts commonly encountered with respect to business organizations including the representation of owners in litigation, arbitration, and other disputes.

Business Transactions & Real Estate

Throughout his career, Mr. Green has assisted clients with complex business transactions. These transactions include mergers and acquisitions, stock purchases, bulk asset purchases, and primary asset purchases.

As part of this practice, Mr. Green advises clients as to due diligence reviews of transactions and the preparation of legal documents required for the transactions. In addition to the basic documents associated with these transactions, Mr. Green has ample experience with respect to non-competition, and consulting requirements commonly associated with such transactions. Similarly, Mr. Green has experience with employment agreements for key executives.

Mr. Green represents sellers, buyers, landlords, tenants, and developers in real estate transactions in multiple jurisdictions. Mr. Green is familiar with the laws relating to the purchase, sale, leasing, and development of commercial real estate. His clients include shopping malls and retail centers, office buildings and office parks, hotels and resorts, long term care facilities, healthcare facilities, apartments, multifamily complexes, condominiums, time share properties, and commercial and residential subdivisions. His experience includes an understanding of joint ownership of real estate through condominium and regime developments and commercial and residential subdivisions. He also advises clients as to zoning and land use requirements.

Mr. Green has been recognized by his clients for preparation of unique contracts for unusual and complex business transactions. He has prepared business forms for use by clients in their business operations. Mr. Green works with clients to fully understand the requirements of their business operations so that appropriate business forms can be crafted to minimize or eliminate business risks.

Examples of Mr. Green’s practice regarding business transactions include:

  • The representation of a state agency with respect to the financing of improvements related to a major economic development project.
  • A joint venture between private companies and public companies with regard to the development of a major outdoor shopping mall and related retail centers.
  • The acquisition of an executive jet service with more than 20 aircraft and several service centers.
  • The development of one of the primary office parks in Northwest Arkansas.
  • The development of a private golf course community.
  • The dedication and development of land for an interstate exit and surrounding retail centers.
  • The purchase and sale of a franchised restaurant chain.
  • The sale of radio stations by a regional company to a public company.
  • The representation of a property owners association with respect to the restatement of its covenants and restrictions.
  • The representation of a seller with respect to the sale of agricultural land consisting of dozens of sections of properties.

Litigation

Mr. Green applies his experience with business law in litigation affecting the firm’s clients. In this role, Mr. Green acts as lead counsel in select cases and as a member of a litigation team in other cases. Mr. Green has represented clients in multiple state and federal trial courts on matters involving conflicts among owners of business organizations, breach of contract, UCC requirements, fraud and misrepresentation, fiduciary responsibilities, collection of debts, adverse possession, boundary disputes, construction claims, contractor liens, warranty claims, music copyright enforcement, and other cases involving his areas of practice. Mr. Green has also argued before federal and state appellate courts.

Examples of Mr. Green’s litigation practice include:

  • A breach of contract case between public utilities over a failed acquisition.
  • A breach of contract case relating to a lease between a national sorority and a public university.
  • The enforcement of a construction surety bond relating to the construction of a major sports stadium.
  • The enforcement of equipment warranties relating to manufacturing equipment.
  • The defense of a hotel franchisor regarding the denial of a franchise.
  • The representation of a client before a state claims commission.
  • The defense of financial institutions with respect to lender liability and related claims.

Trusts & Estates

Mr. Green’s clients frequently seek his assistance with estate planning. He prepares wills and codicils to express the last directives of his clients. He has broad experience in the preparation and interpretation of revocable trusts and irrevocable trusts. Mr. Green has a working knowledge of federal estate tax requirements and applies effective strategies to minimize estate taxes. His experience includes the use of limited partnerships and irrevocable trusts, such as charitable remainder trusts, grantor unified trusts, and life insurance trusts. As part of this practice, he prepares powers of attorneys and health care declarations.

Mr. Green also represents clients in probate court proceedings. He represents estates and personal representatives in the probate of estates. He also represents beneficiaries and creditors with respect to claims against probate estates.

Entertainment

Mr. Green represents select artists with respect to their business affairs and entertainment law concerns. Mr. Green assists clients with the negotiation of agreements with media companies. He advises clients regarding the protection and preservation of their music catalogs.

Other

Mr. Green has drafted legislation and ordinances for state, regional, and local governmental authorities. His work has furthered client initiatives for significant changes in the laws affecting various industries.

  • The enactment of a city ordinance to address misrepresentations by hotel, motels, and similar places of public accommodation.
  • The enactment of city ordinances to govern the development of residential subdivisions.