Experience

Matters of public record

These matters are identifiable from public sources.

• Defended clients in federal securities litigation, including enforcement actions brought by the Securities and Exchange Commission. Represented clients in proceedings at the Securities and Exchange Commission in Washington, D.C., and in the United States District Court for the District of Nevada.
• Defended an individual against claims of breach of fiduciary duty in a federal shareholder derivative action arising from the management of a public company.
• Took AppScatter public.
• Took International Battery Metals public.

Corporate and governance

Formation, ownership documents, governance, and the ongoing corporate work of running a company.

• Formed a Delaware holding company and prepared its certificate of formation, governance documents, and initial annual report and franchise tax filings.
• Formed a single-member Florida limited liability company for an individual, preparing articles of organization and a member-managed operating agreement.
• Formed a multi-member, manager-managed limited liability company and drafted its operating agreement together with a management services agreement with an affiliated entity.
• Prepared and negotiated a two-member operating agreement for an equally owned laboratory services company, addressing capital contributions, distributions, management authority, transfer restrictions, and an internal dispute-resolution mechanism.
• Formed a Wyoming limited liability company for an individual, obtained its federal employer identification number, prepared organizational records, and negotiated a nondisclosure agreement for a prospective commercial relationship.
• Structured a multi-entity manufacturing group around a dedicated intellectual property holding subsidiary, drafting operating agreements, patent assignment agreements, confidentiality and non-solicitation covenants, and an organizational chart.
• Formed a building-products manufacturer as a Wyoming limited liability company, revised its operating agreement across several rounds to reflect family and outside-investor equity, and completed foreign qualification in a second state.
• Reviewed and restated a remodeling contractor’s operating agreement to address ownership percentages, compensation, expense reimbursement, voting, distributions, and exit terms during an internal member disagreement.
• Advised a construction business owner on an orderly wind-down, addressing termination of active customer contracts, promissory note obligations, banking matters, and liquidation of the enterprise.
• Reviewed corporate governance documents for a domestic subsidiary and its European parent and drafted a chief executive employment agreement plus a standard employment agreement template for non-executive staff.
• Provided recurring annual entity maintenance for a group of affiliated holding companies under a flat fee, covering annual reports, franchise tax filings, and yearly corporate record reviews.
• Handled reinstatement of an administratively dissolved holding company and the ongoing annual report and registered-agent filings needed to restore and maintain its corporate records.
• Formed a Florida operating company for a residential brokerage venture, drafted its operating agreement and inter-company contracts, structured revenue flows between affiliates, and addressed state brokerage licensing requirements.
• Advised a solar technology startup on entity formation and restructuring, patent licensing from a third-party licensor, a proposed investor loan and share purchase, and federal laboratory partnership arrangements.
• Formed a limited liability company for a title and closing services venture, filed its articles of organization, and prepared and filed a federal S-corporation election.
• Prepared organizational documents for a single-member limited liability company in the real estate development finance sector, adopting an operating agreement addressing ownership, management authority, banking resolutions, and capital contributions.
• Served as outside corporate counsel to a specialty chemicals manufacturer on recurring entity filings and maintenance, nondisclosure agreements, and standard commercial terms and conditions.
• Maintained corporate good standing for an energy products corporation under a flat-fee outside compliance engagement covering annual report filings, entity monitoring, and baseline governance documents.
• Restructured a company’s corporate and tax framework, transferred ownership interests, and established an employee equity pool ahead of an outside investment round.
• Converted an operating company from an LLC to a corporation and prepared the shareholder agreements, bylaws, management contracts, and share issuance documents that followed.
• Built a franchise program for a Florida fast-casual restaurant group, including the franchise disclosure document, the franchise agreement, the operating manual, and federal trademark registration.

Real estate and development

The largest single group of matters. Acquisition, development, leasing, and the entities that hold property.

• Represented an individual purchaser and his single-purpose limited liability company in acquiring a multi-tenant industrial warehouse, including like-kind exchange structuring and the acquisition loan closing documentation.
• Formed a special-purpose Wyoming holding company, qualified it in Florida, and represented it in acquiring and redeveloping a single-family residence financed above the purchase price with renovation funds held in escrow.
• Represented an individual buyer in a commercial property acquisition, conducting title, survey, environmental, and municipal lien due diligence and advising through the purchase process.
• Represented a buyer in the proposed acquisition of an oceanfront hospitality property, reviewing the purchase agreement and assessing exposure arising from pending branding and design-related intellectual property claims.
• Represented a family trust and its trustee as seller of a residential property, confirming the trust’s authority to convey and preparing and reviewing the closing documents.
• Represented a married couple purchasing a newly constructed residence, reviewing the builder’s purchase contract and forming a Florida limited liability company to take title.
• Represented a single-purpose holding company as seller of a commercial property, negotiating and documenting a seller-financing package alongside the related operating agreement and closing documents.
• Represented two individual co-buyers in the purchase of a residential condominium unit, reviewing transaction documents and working through outstanding title commitment requirements.
• Represented a buyer acquiring the membership interests in the limited liability company that owned a retail commercial property, preparing transfer documents and addressing the existing mortgage loan and title protections.
• Served as outside real estate and development counsel to a land-holding company, reviewing development contracts and providing general legal oversight across multiple development parcels.
• Advised two principals on personal liability exposure and negotiating strategy in a multi-party dispute over contested utility connection charges on a foreign-investor-funded residential development.
• Advised homeowners on terminating agreements with a general contractor and a mechanical subcontractor, prepared termination correspondence, assessed litigation exposure, and reviewed replacement contractor agreements.
• Reviewed a residential purchase and sale structured around non-refundable monthly installment deposits with a pre-closing occupancy arrangement, and advised on the risks of that structure.
• Reviewed and negotiated an office sublease for the United States arm of an international environmental services group against a compressed transaction timeline.
• Reviewed and negotiated a Florida office lease for a Canadian healthcare group expanding into the United States, advising on business terms, tenant improvements, and rent concessions.
• Coordinated with specialized land-use and condominium-termination co-counsel for a developer pursuing acquisition, condominium assemblage, and predevelopment planning for a luxury townhome redevelopment.
• Acted as development and securities counsel on a proposed bulk acquisition and statutory termination of a Florida condominium, coordinating entity formation, investor capital raise, and land-use advocacy alongside separate termination counsel.
• Prepared Opportunity Zone explainer and structuring materials for a commercial development and advised prospective tenants and their advisors on qualified opportunity zone business compliance.
• Structured the corporate entities for a residential community development and prepared the purchase and sale contracts, association documents, and governing agreements for the project.
• Transferred title of an investment property into a limited liability company and prepared the supporting documents.

Capital, funds and securities

Private placements, fund formation, and the filings that go with raising money from private investors.

• Structured a multi-tier retail investment fund, preparing a private placement memorandum, a Form D under Rule 506(c), a Form 1-A for a Regulation A+ Tier II offering, crowdfunding documents, subscription agreements, and corporate resolutions.
• Assembled a complete fund formation package for a distressed-debt sponsor, drafting articles of organization, operating agreements, a private placement memorandum, promissory notes, investor subscription agreements, and related compliance filings.
• Organized a multi-entity alternative investment platform, forming separate acquisition, holding, and management entities and drafting governance, investor, and confidentiality and non-competition documents to protect proprietary methods.
• Formed a special purpose vehicle to aggregate investor capital into a hedge fund, preparing the operating agreement, private placement memorandum, subscription documents, Form D and blue sky filings, and a compliance opinion letter.
• Represented a fund manager entity and its individual members on formation and governance of pooled debt investment vehicles, documenting capital, distribution, and transfer restrictions together with joint-representation conflict waivers.
• Formed a seasonal pooled investment vehicle as a limited liability company, preparing articles of organization, fund governance documents, and supporting tax registration materials for multiple investor members.
• Documented a stock purchase transaction and a related secured credit facility for a media production company, preparing the stock purchase agreement, a security pledge agreement, and stock issuance records.
• Reviewed a foreign token issuer’s private placement memorandum and simple agreement for future tokens, assessed United States securities law compliance, and prepared Regulation D filings for electronic submission.
• Prepared a private placement memorandum for a project sponsor raising investor capital to acquire and develop a single-site residential project through a special purpose entity.
• Reviewed a proposed security token framework offering fractional interests in revenue-sharing agreements and advised on Regulation D Rule 506(c) compliance and blockchain regulatory considerations.
• Prepared a private placement memorandum for a tokenized lending fund offering unit classes backed by mortgage bridge loans and sidecar preferred equity, and coordinated the digital transfer mechanics.
• Structured a simultaneous three-exemption capital raise, drafting a private placement memorandum, a Form 1-A, a Form D filing, a term sheet, corporate resolutions, and subscription agreements.
• Advised a foreign creditor on converting an outstanding debt obligation into an equity interest in a United States technology corporation and prepared the conversion agreements and amended ownership records.
• Structured and documented a Regulation D Rule 506 private placement for a commercial real estate fund acquiring triple-net leased properties, including the private placement memorandum, subscription agreement, operating agreement, and management agreement.
• Formed a Qualified Opportunity Zone fund for an investor deferring capital gains, including evaluating the gain, converting the entity, and coordinating the required federal filings.

Disputes and litigation

Roughly a quarter of the practice is contested. Work performed is described below; no outcome is stated.

• Filed a complaint on behalf of a hospitality company asserting breach of an oral agreement and civil theft against several individual defendants, issued summonses, and prepared dispositive motion papers.
• Represented an assignee of a foreclosure judgment in pursuing a deficiency judgment against a borrower entity and its individual guarantors, and opposed rehearing and stay-pending-appeal motions.
• Filed a motion for default and supporting principal affidavit in a commercial lease default action against a tenant and pursued final judgment and collection of the amounts claimed.
• Prepared and recorded a construction lien against two owner properties, issued an attorney demand letter for unpaid contract work, and conducted settlement negotiations with the owner’s counsel.
• Drafted and filed a verified derivative complaint against a co-member alleging breach of an operating agreement, mismanagement, and breach of fiduciary duty concerning a jointly held patent licensing entity.
• Filed an answer and affirmative defenses for a defendant entity, assembled six supporting witness affidavits, and prepared amended interrogatory answers and responses to requests for production.
• Filed a mortgage foreclosure complaint against a borrower entity, pursued the final judgment and foreclosure sale process, negotiated an agreed order rescheduling the sale, and contested a charging lien.
• Assumed the litigation defense of an individual co-defendant after prior counsel withdrew, defending fraudulent inducement and conspiracy claims arising from an investment and pursuing discovery and dispositive motion practice.
• Filed suit for a workforce services provider to collect an unpaid invoice from an institutional customer after the account remained outstanding.
• Issued a formal demand letter on behalf of a residential tenant and handled the responsive correspondence concerning disputed lease obligations.
• Advised residential tenants challenging a landlord’s lease termination notice and worked to contest the notice and forestall eviction proceedings.
• Prosecuted a state court action for a religious congregation against an adjoining landowner seeking declaratory and injunctive relief and abatement of vegetation encroachment and debris.
• Provided ongoing counsel to a condominium owner regarding a dispute over a unit management agreement with a resort operator and investigated related property damage claims.
• Represented a property owner against a contractor’s claims across two construction projects, negotiating directly with the contractor on the lien disputes.
• Represented co-owners of a short-term rental entity in a pre-suit demand against a booking platform that was withholding their funds.
• Represented a buyer in a post-closing dispute alleging that the sellers failed to disclose significant property defects.
• Represented a business owner in a dispute over ownership and recovery of commercial equipment, including negotiations with parties asserting competing claims.

Cross-border

Florida counsel to clients and counsel outside the United States, and United States market entry for foreign companies.

• Structured and documented the transfer of a United States aviation services subsidiary to a Mexican purchaser, advising on tax-efficient deal structure and preparing the transaction documents.
• Conducted United States legal due diligence on a United Kingdom issuer’s two Delaware subsidiaries and prepared a formal legal report for company leadership, foreign regulators, and prospective investors.
• Reviewed a prior license and negotiated-resolution agreement and prepared a commercial demand letter pursuing payment obligations a United States distributor owed a Mexican semiconductor manufacturer.
• Formed a Delaware C corporation, prepared its governance documents, and registered it to transact business in Florida for a foreign research and technology company entering the United States market.
• Conducted due diligence on Colombian mining property and share purchase agreements, coordinated with local Colombian counsel, and advised on corporate structuring across affiliated ventures.
• Drafted four employment agreements for a foreign technology company’s first North American hires, covering compensation, confidentiality, intellectual property ownership, restrictive covenants, and termination under Florida law.
• Advised an Israeli air-quality technology company on United States commercialization, distribution and licensing arrangements, product certifications, and strategic partnerships supporting inbound market entry.
• Prepared a reconsideration letter to a foreign manufacturer and coordinated with overseas counsel and authorities on declaration and import compliance requirements for a cross-border transaction.
• Acted as Florida counsel to a foreign purchaser on a United States property acquisition, coordinating with counsel in the buyer’s home jurisdiction.

Nonprofit, estate, tax and other

Capability rather than volume. These categories are real but represent a smaller share of the practice.

• Formed a state nonprofit corporation, drafted its articles, bylaws, and conflict-of-interest policy, and prepared and filed a federal Form 1023 application for recognition of exemption.
• Maintained a nonprofit corporation’s good standing through annual state report filings, yearly entity reviews, and updates to its corporate records and governance documents.
• Prepared a revocable living trust and ancillary estate planning instruments for a married couple so that a residence then being acquired would pass to a designated child.
• Drafted a cease-and-desist letter and evaluated domain name dispute and online platform takedown remedies to recover trademark rights and digital assets from a former reseller.
• Filed a power of attorney and an informal protest contesting a state documentary stamp tax assessment on a no-consideration transfer of a residence into a wholly owned limited liability company.
• Consulted with prospective investors and their accountant on the structuring and tax treatment of a proposed qualified opportunity zone investment.

Recurring work

Matter types that come up often enough to be routine.

• Annual corporate maintenance: annual reports, franchise tax, registered-agent coordination, and reinstatement of administratively dissolved entities
• Single-purpose entity formation for real estate holdings, including Wyoming and Delaware entities foreign-qualified into Florida
• Operating agreement drafting and restatement for single-member, two-member equal, and manager-managed companies
• Federal EIN applications, S-corporation elections, and beneficial ownership information filings
• Buyer-side and seller-side residential and commercial purchase and sale representation, including title and municipal lien due diligence
• Real estate transactions structured as membership interest transfers rather than deed conveyances
• Seller-financing documentation: promissory notes, mortgages, and security agreements
• Private placement document suites: memorandum, subscription agreement, Form D, blue sky filings, and investor questionnaires
• Special purpose vehicle and feeder-fund formation for pooled investments
• Construction lien preparation and recording, followed by demand letters and pre-suit negotiation
• Commercial collections: demand letter, complaint, default motion, and post-judgment collection
• Landlord and tenant work on both sides, including lease default actions and eviction defense
• Flat-fee outside general counsel covering nondisclosure agreements, standard terms, and employment templates
• Employment agreements for executives and staff, including confidentiality, IP assignment, and restrictive covenants
• Nonprofit formation and Form 1023 applications for recognition of exemption
• Inbound United States market entry for foreign companies: subsidiary formation, qualification, leasing, and first hires