MY Practice AND EXPERIENCE

Practice Areas

General Corporate
Mergers & Acquisitions
Securities Law
Debt and Equity Financing
Private Investments in public companies (PIPE's)
Reverse Mergers
Commercial Transactions

Experience

Executive - Strategic planning as part of executive management teams and management of a legal and real estate departments of public companies.

Mergers, Acquisitions and Corporate - Hands on experience in public and private company U.S.-Canada and domestic U.S. mergers and acquisitions and a wide range of transactions involving private investments in public companies (“PIPE”), asset acquisitions, public company reverse mergers, formation of joint ventures involving difficult and diverse domestic and international corporate, securities and financial issues.

Securities - Draft multiple registration statements (Forms S-1, S-3, S-4, S-8 and Form 10’s), ’33 Act private placements, ’34 Act Reports (Form 10-K’s, 10-Q’s and 8-K’s), Section 16 filings and Sarbanes-Oxley mandated policies and Canadian disclosure documents.

Transactional - Draft, negotiate and review complex software licenses, service and information technology agreements, vendor agreements, license, marketing, promotion, distribution, logistics, cannabis purchase agreements, international commodity purchase and sales and financing agreements and real estate leases.

Litigation - Manage litigation and outside counsel in a wide range of matters including cases involving government and regulatory proceedings, commercial litigation, maritime disputes, shareholder class action and securities law litigation, labor matters, premises liability, general commercial, products liability, infringement litigation and governmental investigations. Draft complex settlement agreements in a variety of multi-party commercial disputes.

Benefits and Human Resources - Draft incentive compensation plans, stock option and restricted stock agreements and separation agreements to reduce labor costs and potential litigation.

Positions Held

Harvest Health & Recreation Inc. (now Trulieve), Tempe, Arizona - Assistant General Counsel
Anthony LG, PLLC, West Palm Beach, Florida - Partner and Of Counsel
CD International Enterprises, Inc., Deerfield Beach, Florida - Executive Vice President and General Counsel
Symbits, Inc., Miami, Florida - Vice President of Operations and General Counsel
Elizabeth Arden, Inc., Florida and New York - Assistant General Counsel
The Sports Authority, Inc., Ft. Lauderdale, Florida - Senior Corporate Counsel
Daleen Technologies, Inc., Boca Raton, Florida - Vice President and General Counsel
Let’s Talk Cellular & Wireless, Inc., Miami, Florida - Vice President and General Counsel
Private Law Practice, Miami and West Palm Beach, Florida
U.S. Securities and Exchange Commission, Miami, Florida - Law Clerk

Education

Nova Southeastern University Law School

Ft. Lauderdale, Florida

Juris Doctor

Florida State University

Tallahassee, Florida

Bachelor of Science in Accounting

Representative Transactions

For over 30 years, representing buyers, sellers, investors, corporate directors, and other stakeholders in domestic and cross-border mergers and acquisitions and capital raises valued in excess of $2 billion.
Completed an $800 million business combination involving the rollup of multiple U.S. based cannabis operating companies into a TSX Venture Exchange listed company followed by a $200+ million capital raise.
Represented buyer of multiple cannabis businesses including a Florida Medical Marijuana Treatment Center for over $86 million in cash and public company stock, a Washington based operator of multiple recreational dispensaries in Washington and California valued at over $100 million, a Nevada cultivation and production facility for $35 million in cash and a California medical and recreational dispensary.
Completed numerous underwritten public equity and debt offerings and private placements, including early stage and other venture capital financings, private investment in public entities (PIPE) transactions, reverse mergers, filed numerous registration statements with the U.S. Securities and Exchange Commission and drafted and filed Exchange Act Reports and Section 16 filings.
Completed acquisitions of a U.S., Canadian and Chinese prestige fragrance distributor in transactions valued in excess of $160 million and acquisitions of multiple China companies, including a magnesium production facility.
Participated in a $1 billion merger between the Sports Authority and Gart Sports, including strategic planning, due diligence, SEC compliance and post-closing integration.
Negotiated multiple cross-border industrial commodity purchase and sale agreements, product distribution and software license agreements, including exclusive license agreement with Britney Spears and other celebrities, and complex agency agreements with national cellular telecommunications carriers.
Negotiated multiple information technology agreements including worldwide outsourcing, communication systems, software and other IT related services agreements.
Supported a sales organization that achieved over $50 million in sales of software licenses and services.
Established legal entities in China and Taiwan that acquired local fragrance distributor.
Structured and consummated an e-commerce joint venture capitalized with a $20 million venture capital investment and negotiated agreements for the development, operation and hosting of an e-commerce website.
Negotiated numerous office and retail store leases, including mall-based stores and strip shopping centers.
Managed the real estate department for a portfolio of over 270 retail stores and managed the lease administration department of a national specialty retailer.
Successfully pursued and managed multiple commercial lawsuits and managed cases involving maritime disputes, Federal securities law, shareholder class action, labor matters, premises liability, general commercial, products liability and infringement litigation, governmental investigations including the SEC, NASDAQ and FINRA.
Negotiated and documented multiple loans and real estate transactions in excess of $1,000,000.
AV rated by Martindale-Hubbell, the highest level of professional excellence.