Say your bank wants to acquire another bank. How do you get that bank’s shareholders to go along with the merger?
These are the kinds of questions that Ken Suelthaus has wrestled with throughout his career.
“If you had Bank A, you wouldn’t want a whole bunch of straggling, dissenting, unhappy shareholders out there from Bank B,” he said. “You want all those shares, and through the triangular merger you can get them.”
In 1979, Suelthaus engineered what is believed to be Missouri’s first all-cash triangular merger involving an interim bank. In plain English, that means Bank A created a subsidiary for the sole purpose of merging with Bank B. (Suelthaus declined to name the actual mid-Missouri banks involved.) The shareholders of Bank B were paid cash in return for their canceled shares, and Bank A wound up with 100 percent ownership.
It’s one of a number of creative transactions Suelthaus has designed during his half-century career. In the early 1990s, he persuaded the U.S. Office of the Comptroller of the Currency to let a nationally chartered bank in southeastern Missouri do a reverse stock split — a transaction where, say, 1,000 existing shares are converted into a single share.
The comptroller’s office, which regulates national banks, had put a moratorium on such reverse splits out of concerns that shareholders who owned fewer than 1,000 shares would be left out in the cold, as they couldn’t receive fractional shares and there were disputes involving the payouts for the canceled shares. But Suelthaus devised a method allowing for appraisals of the shares’ value and more review by the comptroller. That template, Suelthaus said, remains in use today.
Suelthaus’ career has been marked by its own series of successful mergers. He has an industrial engineering degree from the University of Michigan and originally intended to get an MBA. But he realized he didn’t want a career that would force him to move again and again. Instead, he earned his law degree from the University of Missouri in 1969 and joined the two-man practice in St. Louis that his father, G.H. Suelthaus, had founded 40 years earlier.
“That is a way you can build a life in a particular location and not move all the time,” said Suelthaus, who raised a son and a daughter in St. Louis.
The firm grew, and in 2004 what was then known as Suelthaus PC merged with Polsinelli Shalton & Welte to create a 200-attorney practice. Suelthaus’ name graced the firm name until 2009, when a merger with Kansas City-based Shughart Thomson & Kilroy created one of the largest firms in Missouri. The firm was known for a time as Polsinelli Shughart, before becoming known just as Polsinelli in 2013.
Suelthaus takes a practical approach to the gradual loss of his name from the marquee, noting that the Polsinelli brand is among the most recognizable in the legal field.
“I’ve always had a strong business side of me, and I recognized the importance of branding,” he said. “That’s just part of the game. It’s happened to me, and it’s happened to hundreds of thousands of lawyers over the years.”