Iain MacSween

Iain MacSween represents business and corporate clients in the fields of banking and financial services, corporate law, mergers and acquisitions, and securities law.

My Practices

Banking and Financial Services

• Outside general counsel to multiple financial institutions throughout the Southeast.
• Represented organizers in the formation of a de novo bank based in the Piedmont Triad area of North Carolina, including initial capital raise of up to $65 million.
• Represented a mutual holding company based in western North Carolina in its conversion to a bank holding company, including $65.5 million underwritten initial public offering.
• Represented bank headquartered in central North Carolina in its sale of two branches in Virginia.
• Represented European bank in connection with the interpretation of North Carolina and federal banking laws and regulations.
• Represented bank executives in the negotiation of their employment agreements.
• Regularly represent $6 billion regional bank in the negotiation and closing of commercial real estate (CRE) loans ranging from $5 million to $20 million in loan amount.
• Regularly represent Tennessee-based, regional bank in in the negotiation and closing of commercial and industrial (C&I) loans ranging from $10 million to $20 million in loan amount.
• Regularly represent a regional lending consortium offering permanent debt financing to support the development of affordable multifamily housing in Georgia, North Carolina, South Carolina, Tennessee, Virginia and West Virginia. Represent lender in the negotiation and closing of loans secured by real estate developments providing housing opportunities for low-income households under the federal low-income housing tax credit (LIHTC) program. These loans range from $300,000 to $3 million in value. Since 1990, the lender has approved over $325 million in loans – creating almost 20,000 rental units for working families, seniors and people with disabilities.
• Regularly represent regional and North Carolina banks in review and negotiation of standby letters of credit.
• Regularly represent North Carolina banks in their review and negotiation of swap agreements used to hedge the interest rate on individual loans and loan portfolios.
• Represented organizers in the formation of a de novo bank based in Greensboro, North Carolina, including initial capital raise of up to $22.6 million.
• Represented Gastonia, North Carolina bank in its follow-on rights offering of approximately $5.0 million.
• Represented North Carolina bank in its acquisition a middle market loan production team and the purchase of a middle market commercial loan portfolio (including derivative instruments) having a value in excess of $100 million (with borrowers in North Carolina, South Carolina and Georgia) from a Georgia bank.
• Represented organizers in the formation of a de novo bank based in western North Carolina, including initial capital raise of up to $16.5 million.
• Represented nationally-recognized specialty commercial bakery in the negotiation and execution of loan agreements with its primary lenders and the issuance of $4 million of subordinated debt to mezzanine investment firm.
• Represented retail shopping center in the refinance of its $7 million loan facility with its primary lender and mezzanine lender.
• Represented national internet-based sports retailer in the negotiation and execution of loan agreements with its primary lenders and the issuance of subordinated debt to mezzanine investment firm.
• Represented internationally renowned private school in the refinance of its $25 million loan facility.
• Represented organizers in the formation of a de novo bank based in Charlotte, North Carolina, including initial capital raise of up to $17.6 million.
• Represented banks in connections with matters arising from suspected Ponzi schemes.

Mergers & Acquisitions

• Represented a $2.8 billion bank holding company in its merger with another North Carolina bank holding company, creating a $7.0 billion bank holding company in a in a stock-for-stock deal having an aggregate value of approximately $456 million.
• Represented a North Carolina bank holding company in a series of key strategic transactions, including -
  • Merger-of-equals transaction between two bank holding companies.
  • Branch acquisitions.
  • Acquisition of Greensboro, North Carolina-based commercial bank for a combination of cash and stock. 
  • Acquisition of Raleigh, North Carolina-based commercial bank in an all-stock deal.
  • Issuance of convertible preferred stock in a $56 million private placement.
  • Issuance of $15.5 million in subordinated notes in a private placement, with proceeds used to retire $15 million of preferred securities previously issued to the U.S. Department of Treasury in connection with the TARP program.  
  • Acquisition of a mutual financial institution operating in the Greater Myrtle Beach and the Wilmington markets, in a supervisory merger. 
• Represented bank holding company in its acquisition of another bank holding company in a cash and stock transaction with a total value of approximately $175 million, creating a $5 billion financial institution.
• Represented bank holding company in its underwritten initial public offering (IPO) and the related conversion of its predecessor mutual bank holding company from mutual to stock form.
• Represented North Carolina bank in a series of key strategic transactions, including -
  • Conversion from a North Carolina-chartered savings bank to a North Carolina-chartered commercial bank.
  • Acquisition of western North Carolina-based commercial bank in an all-cash deal.
  • Acquisition of two branches in Georgia from a national bank.
• Represented privately-held provider of corporate governance and compliance solutions in its acquisition by NASDAQ, Inc.
• Represented bank in its acquisition of a bank holding company and its subsidiary bank in an all-stock transaction with a total value of approximately $30 million, creating a $700 million financial institution.
• Represented $300 million North Carolina bank holding company in its merger with another North Carolina bank holding company for a combination of cash and stock. 
• Represented $140 million North Carolina commercial bank in its merger with another North Carolina bank in an all-cash deal.
• Represented $120 million North Carolina commercial bank in its merger with another North Carolina bank in an all-cash deal.

Securities

• Regularly represent public corporations in the preparation, review and filing of their periodic, quarterly and annual reports with the Securities and Exchange Commission.
• Represented a Virginia bank holding company in its private equity capital raise of approximately $20 million involving a combination of private equity funds and existing shareholders.
• Represented bank holding company in its underwritten initial public offering (IPO) and the related conversion of its predecessor mutual bank holding company from mutual to stock form.
• Represented a South Carolina bank holding company in its private equity capital raise of approximately $10 million involving a combination of private equity funds and existing shareholders.
• Represented eastern North Carolina bank holding company in the issuance of common stock, preferred stock and subordinated debt in a series of private placements to accredited investors.
• Represented Piedmont Triad financial institution in the issuance of subordinated debt in a private placement to accredited investors.
• Represented eastern North Carolina bank holding company in the issuance subordinated debt through a series of private placements to accredited investors.
• Advised multi-billion dollar investment fund in federal and state securities matters.
• Represented the founder of a multi-billion dollar public company and his family in connection with the underwritten public offerings of a portion of the family’s stock ownership in the company.
• Represented North Carolina bank holding company in the public offering of preferred stock having a liquidation preference of approx. $25 million.
• Represented minority-owned financial institution in the discounted repurchase of preferred securities previously issued to the U.S. Department of Treasury in connection with the TARP program.
• Represented shareholders in a management-led buyout of a publicly-traded, waste services company operating in North Carolina, South Carolina, Virginia, Tennessee, Mississippi, Alabama, Georgia and Florida.
• Represented Piedmont Triad-based financial institution in the reclassification and repurchase of a portion of its common stock, and the subsequent deregistration of the stock under the Securities Exchange Act of 1934 (“going-private” transaction).
• Represented minority-owned financial institution in its acquisition of a stock-savings bank holding company.
• Represented corporation in FINRA investigation.

Other Corporate and International

• Represented a North Carolina corporation in its defense against a “hostile takeover”, including the adoption of a shareholder rights plan (also known as a “poison pill”) and its re-incorporation in Delaware.
• Advised public companies in connection with shareholder demands and derivative proceedings under the North Carolina Business Corporation Act, including the creation and subsequent investigation by a committee of independent directors.
• Represented privately-held corporation in its adoption of a Plan of Divisive Reorganization intended to effect a tax-free divisive reorganization under Internal Revenue Code of 1986, as amended.
• Represented a North Carolina financial institution on strategies to protect the value of its deferred tax asset, including the adoption of a shareholder rights plan (also known as a “poison pill”).
• Represented real estate developers in negotiation of loan workouts with financial institutions.

Honors & Recognitions

Recognized by Chambers USA: America's Leading Lawyers for Business for Banking and Finance: Mainly Regulatory (2022-2024)

Selected by his peers for inclusion in The Best Lawyers in America© in Banking and Finance Law (2024-2025)

Recognized in North Carolina Super Lawyers (Thomson Reuters) as a “Rising Star” in Banking Law (2013) and Administrative Law (2012) 

Received the prestigious "AV" Peer Review Rating from LexisNexis Martindale-Hubbell (highest rating possible and signifies that reviewing lawyers consider him to have "Very High to Preeminent" legal ability and "Very High" ethical standards)

Education

Admissions

New York

North Carolina

U.S. District Court for the Middle District of North Carolina

Scotland (inactive)

Professional & Civic Activities

Moderator, Friendly Avenue Baptist Church (2018-present)

Board Member, Vice-Chairman, and Member of Executive Committee, UNITE Greensboro Jail Ministry (2018-present)

Volunteer, UNITE Greensboro Jail Ministry (2014-present)

Member, North Carolina Bar Association (2005-present)

Member, Greensboro Bar Association (2005-present)

Member, New York State Bar Association (2005-present)

Member, American Bar Association

Youth Soccer Coach, YMCA/Greensboro United Soccer Association (2013-2018)

Deacon, Friendly Avenue Baptist Church (2015-2018)

Member, Senior Pastor Search Committee, Friendly Avenue Baptist Church (2017-2018)

Chairman, Personnel Committee, Friendly Avenue Baptist Church (2015-2017)

Leadership Greensboro (2009-2010)

Iain possesses a unique background, having practiced law in the United Kingdom before qualifying as an attorney in the United States. Qualifying as a Scottish solicitor in 1996, Iain has worked in private practice with a premier Scottish law firm and in-house with a FTSE 50 multi-national energy company. In 2005, Iain was admitted to the New York and North Carolina Bars, and joined Brooks Pierce.

Things You May Not Know About Me:

At my swearing-in ceremony, a senior partner introduced me as, “Possibly the only member of the Greensboro Bar who was previously a shepherd on the Isle of Skye.” It’s true, and while I still have a sheepdog, neither he nor I would know what to do if we saw a sheep in Greensboro. 

I met my wife in Glasgow, Scotland, while she was on a study abroad program from the University of North Carolina at Chapel Hill. She returned home to North Carolina engaged. Warning to all parents: Don’t send your children on study abroad programs! 

I enjoy playing and watching football (called 'soccer' on this side of The Pond). I follow a team in Paisley, Scotland called St. Mirren. They’re not very good. 

The MacSween clan motto is “Constant and faithful.” My mother’s clan is MacGillivray. The MacGillivray clan motto is “Touch not this cat.“ No, I don’t understand what it means either. 

My cousin (John Lowrie Morrison aka “Jolomo”) is a famous Scottish artist. I have absolutely no artistic skills. 

If I were not a lawyer, then perhaps I’d still be a shepherd on the Isle of Skye.