Corporate Transactions Services

We represent acquirers and sellers in asset purchases, stock purchases, and mergers across a broad range of industries. We advise on deal structure, negotiate letters of intent, conduct legal due diligence, draft and negotiate definitive purchase agreements, coordinate closing conditions, and handle post-closing matters including escrows and indemnification. On the buy side, we protect against unknown liabilities and negotiate favorable terms. On the sell side, we maximize value and limit exposure through carefully negotiated liability caps and baskets.

We represent founders, investors, and funds in equity financing transactions — from seed rounds through later-stage growth equity. Our work includes term sheets, preferred stock purchase agreements, investor rights agreements, voting agreements, and founder vesting arrangements. We protect founder equity while structuring deals that attract the capital companies need to grow. South Florida’s startup ecosystem is expanding rapidly, and we work in it every day.

We structure and document joint ventures for real estate development, business operations, technology ventures, and investment vehicles. A well-structured joint venture addresses governance, capital contributions, profit and loss allocation, management authority, exit mechanisms, and dispute resolution. A poorly structured one creates disputes that can destroy the project and the relationship. We build structures that align incentives and withstand pressure.

We draft and maintain foundational governance documents — articles of incorporation, bylaws, operating agreements, and shareholder agreements — and advise boards and management on fiduciary duties and governance best practices. When shareholder disputes arise, we represent companies and individual shareholders in negotiations, mediations, and litigation. Minority shareholders whose rights have been compromised through oppression, freeze-outs, or self-dealing have meaningful legal remedies — and we pursue them.

We structure debt and equity financing transactions — secured lending, mezzanine financing, convertible notes, SAFE agreements, and preferred equity — and negotiate the terms that determine how much control you give up and what you get in return. We represent both companies seeking capital and investors or lenders providing it. Getting capital structure right from the beginning prevents costly restructuring later.

When a business faces financial stress, decisive legal action can preserve value and protect stakeholders. We advise businesses, lenders, and investors in out-of-court restructurings — renegotiating debt, restructuring equity, managing creditor relationships, and repositioning businesses for viability. Out-of-court workouts are faster, cheaper, and more flexible than bankruptcy proceedings. We pursue out-of-court solutions aggressively while keeping formal proceedings as a backstop when necessary.

In an asset purchase, the buyer acquires specific assets without assuming the seller’s liabilities unless specifically agreed. In a stock purchase, the buyer acquires ownership of the entity itself, including all assets and liabilities, known and unknown. Asset purchases are generally more favorable to buyers from a liability perspective; stock purchases are often more favorable to sellers for tax reasons. The optimal structure depends on each party’s priorities and the specific circumstances of the transaction.

Due diligence is the investigative process before committing to a transaction — verifying what the seller represents and identifying risks that could affect value or expose the buyer to future liability. Legal due diligence covers corporate governance documents, material contracts, intellectual property, employment matters, regulatory compliance, pending litigation, and contingent liabilities. We conduct diligence efficiently, flagging the issues that matter.

An earnout is a deferred payment mechanism tying a portion of the purchase price to the target’s post-closing performance. They allow deals to close when buyer and seller have different views on value — but they are a frequent source of post-closing disputes if not carefully structured. We draft earnout provisions with clear performance metrics, defined accounting methodologies, buyer operational covenants, and dispute resolution procedures to minimize the risk of conflict.

Florida law provides minority shareholders with the right to inspect company records, fiduciary duty protections against oppressive conduct by controlling shareholders, and judicial dissolution rights in cases of deadlock or illegal, oppressive, or fraudulent conduct. Buy-sell agreements and shareholder agreements can provide additional contractual protections. If you are a minority owner being frozen out or subjected to oppressive conduct, contact us immediately — delay makes the situation worse.

A letter of intent sets out the key terms of a proposed transaction before the parties invest in full negotiation of definitive agreements. Most LOIs are non-binding as to the transaction itself, but include binding provisions on confidentiality, exclusivity, and expenses. Even though largely non-binding, LOIs are critically important: they set the baseline for the definitive agreement, and terms not addressed in the LOI are harder to win later. We review and negotiate LOIs carefully to protect our clients’ positions before the heavy lifting begins.