Commercial real estate and business law are my firm’s primary areas of focus. Additional areas of focus include estate planning, tax, insurance, and consumer law.
Commercial Real Estate Law
Real Estate Development
As a graduate of the University of Miami School of Law Robert Traurig-Greenberg Traurig LL.M. in Real Property Development program, I possess advanced training in real estate law above-and-beyond the standard law school curriculum.
Examples of subject matter I address in my practice include:
land acquisition and financing
planning and zoning
commercial, residential, and mixed-use development
real estate taxation
construction law
mortgage law
securitization of real estate
hospitality (including development, management, and franchise agreements)
environmental regulation
financial analysis (including development of pro-formas)
This list is illustrative, not exhaustive. Contact me or schedule time to speak using the button below to learn more.
Commercial Leases: Drafting, Review, and Negotiation
Whether for retail, industrial, hospitality, medical, or any other commercial application, commercial lease preparation and negotiation is an art form and carries with it significant complexity. I have advanced, targeted knowledge of commercial leasing and can address it from a panoply of perspectives: owner, property manager, tenant, and assignee/sublessee.
For example, special consideration must be given to renewal options; CAM reconciliation and audit rights; transfer and assignment; the use of personal guarantees and letters of credit; and rights of first offer (“ROFO”)/rights of first refusal (“ROFR”).
Business Legal Services
General Business Law
Concrete examples of general business legal matters that I address within my practice include:
contract review and negotiation
purchase and sale of stock, partnership, and membership interests
bills of sale and contracts for sale (UCC Article 2)
supplier agreements
forensic financial statement review and analysis
succession planning
multistate regulatory compliance
employee (W2) law
contractor (1099) law
tax planning
corporate governance
security agreements and financing statements (UCC Article 9)
This list is illustrative, not exhaustive. Contact me or schedule time to speak using the button below to learn more.
Buying or Selling a Company
Asset or Stock Purchase and Sale Agreements
Purchasing or selling a company is often one of the most important and formative moments in an entrepreneur’s life. No transaction of this sort is ever routine. From preliminary, informal discussions through final closing and disbursement, I assist clients to protect their interests at every stage of the process.
More than simply negotiating the highest and best sales price, I support clients in developing a comprehensive framework to strike not only the best price but also the most sensible and sustainable outcome in line with their unique lifestyle and business goals.
As an attorney and CPA, I am pleased to offer full-stack M&A transaction advisory services to small- and medium-sized businesses and their principals on a cost- and time- efficient basis, including IRC section 368 transactions, reverse mergers, SPACs, direct equity investments, and IPOs.
Timing is everything in these deals. There are two common mistakes entrepreneurs commit when approached by a prospective purchaser or partner: (1) fixating on the purchase price at the expense of the other substantive deal terms; and (2) waiting until the 11th hour to retain experienced legal counsel and tax advisors to protect themselves. Email me today to get started.
Business Formation
LLC Formation
For new businesses, I will assist clients with ideation, formation, and structuring of their businesses to minimize compliance risk, allowing start-ups and their principals to focus on value creation, not paperwork. I prepare not only articles of formation, but also operating agreements and corporate governance documents to position businesses for long-term success.
Incorporation
Beyond filing articles of incorporation, I assist clients in developing corporate bylaws, policies, and governance to minimize operational, legal, and financial risk. As a business attorney and CPA, my knowledge of internal controls, risk management, and forensic accounting are particularly beneficial to clients.
Subchapter “S” Elections
I assist business owners in evaluating overall tax strategy generally and the desirability and timing of making an election under subchapter “S” of the Internal Revenue Code specifically.
As part of this process, I counsel clients in determining whether their business venture qualifies for treatment under this provision of the Code; assist clients with preparing and filing the requisite paperwork; and refer clients to qualified tax preparers and bookkeepers to maintain compliance on a go-forward basis.
Adding or Removing Shareholders, Members, and Partners
Whether assisting business owners in raising equity by adding new stakeholders or partners through a “buy-in” agreement or redeeming existing stakeholders or partners through a so-called “buy-out” or severance agreement, equity transactions are nuanced but need not be adversarial. I assist clients to structure these transactions to minimize risk and optimize the outcome.
Corporate Transparency Act (CTA) Compliance and Reporting
Commencing January 2024, the Corporate Transparency Act requires virtually every small- and medium-sized business in this country to report information on so-called beneficial ownership, including the equity owners of a business, as well as anyone who exerts significant influence or control over decision-making.
Contrary to the name of the Act, the law does not apply only to corporations, but also to LLCs, partnerships, and trusts.
This sweeping federal law carries with it significant fines and penalties (including the possibility of jail time in exceptional cases) for non-compliance. I assist clients in preparing and filing Beneficial Ownership Information (BOI) reports with the relevant federal regulatory body.
Business Redomestication
I counsel and advise clients who are relocating their business to Texas or relocating their business to Florida from other states—a process known as “redomestication” or “redomiciling.”
Contrary to popular belief, the redomestication process is not merely a paperwork exercise; it requires significant planning and thorough execution, demanding close coordination with the Secretaries of State, and in some cases, states’ taxation authorities, to accomplish a redomestication.
In most cases, I am able to offer redomestication services on a flat fee basis.
Federal Trademark Search and Filing
At the outset, and especially for technology-oriented small businesses and new ventures, a company’s only assets might be brand and intellectual property. For this reason, it is imperative that founders register trademarks to protect themselves and their investors early in the game.
I assist clients in preparing and filing trademarks with the United States Patent and Trademark Office (USPTO).
Estate Planning: Wills, Trusts, and Estates for Entrepreneurs and High-Net Worth (HNW) Individuals
As an attorney and Certified Public Accountant, I routinely assist entrepreneurs and other successful individuals craft bespoke estate plans tailored to their unique circumstances and goals.
I do not operate a “will mill.” Each estate plan is personalized to meet the objectives of each client which are developed through a series of conversations over time, and my pricing and availability reflect this reality.
Effective estate planning is not a “check-the-box” exercise. It is an iterative process that requires ongoing commitment and interest from client and attorney alike. To that end, I am please to offer estate planning services to prospective clients who benefit from this individualized approach.
Additional Services
Although my practice is laser-centered on the above areas of focus, I recognize that there exists a business-personal continuum, especially for founders and business owners where their venture is their primary focus in life.
With that in mind, I assist clients with matters above and beyond what I have outlined above, including in other domains of law, on an ad hoc basis. Please contact me to learn more.
Legal Fees and Pricing
Legal fees are usually at the forefront of prospective clients’ minds. Legal fees vary tremendously dependent upon the scope, timing, and complexity of the proposed work.
Prior to undertaking any work together, I provide prospective clients with transparent, clear pricing for their consideration, thereby allowing them to make an informed decision. I do not “hide the ball.” I discuss legal fees in the first consultation, providing a general, high-level estimate.
I am not a “consultant,” nor do I charge “consulting fees.” I am a licensed attorney operating a full-service law practice and a CPA with Fortune 100 experience, and the legal fees I charge are proportionate to the level of complexity and expertise required by clients’ matters.
My rates are competitive with other firms and attorneys and vary by subject-matter and engagement. However, for clients whose only consideration is price, I am happy to provide referrals to low- and no-cost legal resources.
Should we agree to work together, legal fees and costs will be clearly delineated in a formal engagement letter. A reasonable deposit or retainer is usually required at the beginning of an engagement. Clients are usually invoiced monthly on the first business day, and payment is expected upon receipt unless other terms have been agreed in advance.
Depending on the nature of the engagement, one or more traditional or alternative payment options may be suitable.
Traditional Methods
Most engagements will be on an hourly basis because of the inherently unpredictable nature of legal work. In certain matters where the scope of work is fairly routine and predictable, I may offer to perform work on a “flat-fee” basis. Finally, in limited circumstances, a contingency (“percentage”) fee may be appropriate.
There is no “one-size-fits-all” approach. I am happy to work with clients to keep legal fees in check by employing, as appropriate, scope limitations, fee caps, and other creative arrangements within the limits of state bar rules. I also offer non-traditional payment options, detailed below.
Crypto, Goldbacks, and Precious Metals
My firm accepts a variety of cryptocurrencies, as well as Goldbacks and precious metals (e.g., gold, silver), as alternatives to remitting funds in US Dollars.
Please ask about this option during your initial consultation. I will be happy to prepare invoices and accept payment using these alternatives for any services my firm offers pursuant to terms we discuss and finalize in a written representation agreement.
Equity Arrangements
When permitted by state law and professional ethics, I will accept equity in lieu of cash from some start-ups. This proposition is inherently complex and may be prohibited in some cases.
These arrangements are only suitable where there is mutual interest and viability in forming a long-term working relationship. Given the many nuances of these arrangements, I advise clients to seek external representation when discussing and negotiating them—but it CAN be done.