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SMGQ Law
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Last updated: 9/27/2016
SMGQ Law
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Professional Information
SMGQ Law
201 Alhambra Circle
Suite 1205
Miami
Florida
33134  United States
 [ Map ]
305 377-1000 (Phone)
855 327-0391 (Fax)
Visit Website »
  SMGQ Law is among South Florida’s most respected full-service AV-Rated law firms, and represents regional, national, and international clients with business interests and legal matters throughout the world. SMGQ is fueled by strong client relationships, a roster of experienced attorneys, and a commitment to delivering superior client service with a focus on results.
Directory Listing Information
 
SMGQ Law
 
FLORIDA:Miami
 
INSURANCE:ERISA
INSURANCE:General Liability
INSURANCE:Life, Health and Disability
INSURANCE:Product Liability
ALTERNATIVE DISPUTE RESOLUTION:
CIVIL TRIAL:
CLASSACTION LITIGATION:
CORPORATE:Corporate Governance
CORPORATE:Crisis Management
CORPORATE:Internal Investigations
CORPORATE:Logistics & Outsourcing
CORPORATE:Nonprofit Formation & Governance
CORPORATE:Records Retention
CONTRACT:Contracting
ENTERTAINMENT:
CRIMINAL:
LITIGATION:
REAL ESTATE:Acquisitions, Leasing & Dispositions
REAL ESTATE:Development
SECURITIES:Asset Securitizations
SECURITIES:Black-Out Period Management
SECURITIES:Conflict Of Interest Policies
SECURITIES:Forms Form 10-K 10-Q And 8-K
SECURITIES:Going Private; Other Tender Offers
SECURITIES:Insider Trading Policies & Reporting
SECURITIES:Nasdaq, Exchange Requirements & Reporting
SECURITIES:NYSE, Exchange Requirements & Reporting
SECURITIES:PIPEs, Debt Exchanges, Other Hybrids
SECURITIES:Proxy Statement & Annual Report
SECURITIES:Regulation FD Policies & Compliance
SECURITIES:Rule 144 Transactions
SECURITIES:SEC Reporting & Compliance
SECURITIES:Section 16 Reporting
SPORTS:
STATE AND FEDERAL GOVERNMENT:
TAX:General
TAX:Tax Credits
TAX:Tax Exemptions
TAX:Low Income Housing Tax Credits
TAX:New Market Tax Credits
TAX:Solar Tax Credits
TRUSTS & ESTATES:
IMMIGRATION:EB5 Financing/Immigration
IMMIGRATION:Immigration & Compliance
IMMIGRATION:Employment Based
IMMIGRATION:Global Visas
IMMIGRATION:Consular Practice
IMMIGRATION:H-1B Visas
 
MBE
 
20-50
 
11-20
 
NOTABLE CLIENT TRANSACTIONAL WORK INCLUDES:

SECURITIES OFFERINGS/PLACEMENTS

-Representation of a client in the structuring and formation of three real estate funds for a total offering of up to $300 million, to focus on real estate projects in select U.S. markets, the Caribbean and the emerging markets of the Middle East and North Africa.

-Representation of a client in the structuring and formation of a private equity fund for a total offering of up to $150 million, for investment in diversified fine art objects.

-Representation of a development group in the private placement of limited partnership interests in connection with the development of a $48 million retail and office condominium project.

-Representation of a newly formed private equity fund in a $10 million private placement offering.

-Representation of a de-novo bank in a $10 million private placement of capital stock.

-Representation of a petroleum exchange company in a series of equity raises in excess of $10 million.

-Representation of a privately held medical device company in various rounds of preferred stock investments by a venture capital firm.


MERGERS, ACQUISITIONS, DISPOSITIONS & RESTRUCTURINGS

-Representation of a group of privately held partnerships holding in excess of $500 million in commercial real estate in the restructuring of the partners' interests in the partnerships.

-Representation of a automobile products manufacturer in the sale of all its assets for $30 million to a privately held Japanese company.

-Representation of a privately held bottling company in the $20 million refinancing of a revolving loan.

-Representation of a U.S.-based multinational in the sale of its U.S. operations, via an asset sale, valued in excess of $15 million.

-Representation of a client in the sale of its furniture manufacturing company for $14 million to a private equity firm.

-Representation of a privately held automobile parts manufacturer in a cross border joint venture with a publicly held South Korean metals manufacturer.

-Representation of a U.S. corporation in the purchase of a competitor's operations in Mexico, via an asset purchase.

-Representation of a Miami-based aircraft repair station in the sale of its operations to a publicly traded company, and the negotiation of the management team's buy-out.

-Representation of a Spanish-based telecommunications and information systems company in establishing its U.S. subsidiary to oversee its operations in the Americas and Canada.

-Representation of a 50% percent shareholder in a shareholder and management buy-out of a Florida mortgage lender with a mortgage servicing portfolio of over $7 million.

-Representation of a privately-held company in its acquisition, via a share exchange, of a publicly traded shell company.

-Representation of a publicly traded company in the acquisition of acute care hospitals in Louisiana.

-Representation of an operating division in the worldwide restructuring of a corporation's operations, with an emphasis in analyzing asset allocation and indemnity implications.

-Representation of an offshore corporation in a restructuring of its operations, involving material modifications to its organizational documents necessitating board approval, and the approval of over 100 entity-shareholders based throughout the world.


LENDING/BANKING TRANSACTIONS

-Representation of a corporation in the private placement of its equity and debt securities exceeding $60 million.

-Representation of a corporation in securing a trade credit facility in excess of $65 million.

-Representation of a corporation in securing a $30 million asset-based credit facility.

-Representation of the foreign subsidiaries of a U.S. parent in securing a $24 million asset-based credit facility.

-Representation of a mortgage lender and servicer in securing warehousing and working lines of credit in excess of $15 million.

-Representation of an owner-user logistics company in the closing of a $3 million loan for the purchase of a warehouse and trucking facility.

-Representation of an airplane parts supplier in securing a working line of credit in excess of $2 million.


REAL ESTATE TRANSACTIONS

-Representation of a national commercial real estate development company in negotiations with local government entities in connection with a $144 million private bond issuance for the financing of construction of a state-of-the-art parking facility, as a component of a $240 million purchase transaction in downtown Miami.

-Representation of a privately held company in relation to the sale of two buildings in NYC's Times Square for over $100 million.

-Representation of an investor group in the structuring of its project entity and the preparation of its governing documents, in relation to the proposed development of a $50 million land parcel in West Palm Beach, Florida.

-Representation of a developer in the closing of a $48 million construction loan for a commercial project in South Florida.

-Representation of a developer in the closing of a $23 million condo conversion project in Miami.

-Representation of a developer in the formation of a joint venture with a Caribbean government for the acquisition of a 35-acre land parcel to be developed as resort-styled residences and hotel.

-Representation of an investor group in the proposed purchase of a $30 million land parcel in the Dominican Republic for the development of resort-styled residences and hotel.

-Representation of a retail complex in a $26 million refinancing of real estate debt.

-Representation of a foreign investor group in the acquisition of over $22 million of office and retail property.

-Representation of a private lender in the refinancing of first and second debt positions in excess of $25 million.

-Representation of a joint venture in the closing of a $6.5 million bridge financing transaction, as part of the restructuring of the joint venture and re-entitlement of a commercial development project.

-Representation of a luxury residential developer in the acquisition, development, sale and closing of a $10.5 million Miami Beach waterfront home, which at the time of closing represented one of the highest residential sales prices in the history of Miami-Dade County.

-Representation of two commercial property owners involved in the entertainment industry in their acquisition of a building adjacent to parcels already owned by the clients' principal, which acquisition involved a new acquisition loan, the refinancing of an existing $9.7 million loan, and the renewal and modification of various loan and mortgage instruments. The Firm assisted in the replatting of four distinct commercial properties into one contiguous parcel as part of the representation.

-Representation of a foreign investor in its investment in a Florida-based real estate vulture fund.

-Representation of a developer in the negotiation of a management and franchise agreement with a luxury hotel brand.

-Representation of a foreign investor in its proposed investment in a Florida-based real estate vulture fund.

-Representation of a foreign investor in the purchase of non-performing residential mortgage pools.


TAX TRANSACTIONS/ADVICE

-Provided tax planning advice to the purchaser of a cooperative housing corporation in connection with its stock purchase of the cooperative for $510 million.

-Representation of a large private equity firm in a variety of tax matters, including pre-IPO tax planning, investment restructurings in cross border transactions, and portfolio investments in CFCs and PFICs.

-Representation of an automobile dealer in a $20 million reverse 1031 tax-free exchange.

-Representation of a professional baseball player in an IRS Tax Court dispute obtaining a substantial reduction of taxes and penalties owned to the IRS.

-Representation of a major real estate developer in capital gains tax and state documentary stamp tax planning.

-Representation of one of the nation's largest home builders in a state documentary stamp tax dispute with the Florida Department of Revenue arising from inter-company real estate transfers.


OTHER COMMERCIAL TRANSACTIONS

-Representation of a wireless telecommunications company in the negotiation of a master distribution agreement for Latin America with a leading original equipment manufacturer.

-Representation of a corporation in the negotiation of a software licensing and services agreement with a South American telephone operator.

-Representation of a corporation in the negotiation of a petroleum-related services agreement with a South American national oil company (NOC).

-Representation of a corporation in the negotiation of sponsorship rights in premier soccer tournaments in Latin America.

-Representation of a corporation in the negotiation of sponsorship rights to several of the largest concert tours and other high profile events throughout Latin America.

-Representation of a corporation in the negotiation of a strategic marketing agreement with one of the largest Internet portals.

-Representation of a corporation in the lease of satellite transmission service.

-Representation of a privately held media company in a joint venture with the world's leading rental car company for the supply of content loaded hand held video devices.
 
NOTABLE LITIGATION MATTERS INCLUDE:

REPRESENTATION OF FORTUNE 100 AND 200 COMPANIES

-Representation of two Fortune 100 automobile manufacturers in toxic tort asbestos litigation, which after weeks of trial and the cross examination of Plaintiff's expert witnesses, Plaintiff settled with clients for a confidential sum. The remaining Defendants did not settle and proceeded to verdict, and the jury awarded Plaintiff in excess of $32 million

-Representation of a Fortune 100 insurance company throughout state and federal courts in Florida in commercial litigation and first party insurance coverage defense, including structured settlement disputes, vicarious liability issues, agent disputes, bad faith and interpleader actions

-Representation of a Fortune 100 telecommunications company in general and commercial litigation matters throughout state and federal courts in Florida including breach of contract, consumer fraud claims, consumer disputes, and deceptive trade practices issues

-Representation of a Fortune 100 chemical company in products liability and commercial litigation matters throughout state and federal courts in Florida including class action defense, breach of contract, breach of warranty, intentional torts, consumer fraud, RICO, and a variety of consumer claims

-Representation of a Fortune 100 oil and gas company in defense of class actions regarding consumer fraud claims and deceptive and unfair trade practices

-Representation of a Fortune 100 health insurance organization throughout state and federal courts in Florida in commercial litigation and ERISA-related disputes for breach of contract, tortious actions and bad faith

-Representation of a Fortune 200 products and services company in commercial litigation matters throughout state and federal courts in Florida, including breach of contract, consumer claims, and consumer tort issues


CLASS ACTION REPRESENTATION

-Representation of a Fortune 200 insurance company in defense of multi-billion dollar class action for breach of contract, unfair and deceptive trade practices and consumer claims, wherein class claims were defeated on appeal and case was dismissed with prejudice by appellate court, after class was certified at the trial level

-Representation of a consumer in a multi-million dollar class action against a Fortune 100 Internet company in federal court in the Middle District of Florida for breach of contract, unfair and deceptive trade practices, and violations of state and federal computer laws wherein class was certified


REAL ESTATE LITIGATION

-Representation of a Florida commercial real estate developer in a lawsuit filed by a New York-based investment group in the United States District Court for the Southern District of New York over the alleged breach of a contract by the developer entitling the investor to all interest in various entities owning over 4,000 acres of real property in Florida worth over $300 million. The New York litigation related to several other commercial real estate and foreclosure disputes pending in various Florida courts involving approximately $70 million in mortgage loans and properties stretching across Florida. The Firm was lead counsel for all Florida litigation matters and retained the law firm of Gibson, Dunn & Crutcher as co-counsel in the case before the Southern District of New York. After six months of intense, fast-tracked litigation, the New York case was favorably settled on the eve of trial. The settlement, in part, released our client from the payment of approximately $50 million to the New York-based investor

-Representation of a real estate developer in a dispute with the principal of one of its partners who recorded fraudulent and improper claims of lien and lis pendens against the partnership's property and which unlawfully clouded title to the property. The case was litigated through trial and a verdict in favor of our client and a damage award of $6.7 million was rendered by the Court, which included punitive damages pursuant to Florida Statutes, Chapter 713. Successfully moved for and obtained a final judgment for significant monetary sanctions against opposing litigant and his counsel, jointly and severally, for bad faith litigation

-Representation of a South Florida developer sued after purchasing over $34 million in real estate by a former employee claiming to be a 50% joint venture partner of the developer-owner under an oral agreement for the development of condominium conversion projects. After litigating the matter for nearly three years, including efforts by Plaintiff to disqualify the Firm as the developer's chosen counsel, the Firm successfully defended the developer-owner from numerous contractual and fraud-based claims through trial, obtaining a jury verdict rejecting Plaintiff's case and in favor of the developer's breach of contract counterclaim. The jury verdict in favor of the counterclaim entitled our developer-client to the recovery of its attorneys' fees and costs

-Representation of a worldwide developer of commercial and mixed-use properties, in state and federal courts in Florida for breach of contract, breach of the covenant of good faith and fair dealing, officer/director liability issues, and business tort actions

-Representation of an architectural/engineering firm and one of the largest Hispanic-owned, privately-held companies, ranked by Inc. 500 as one of the fastest growing companies in the U.S. and as a Top 50 Exporter by Hispanic Business Magazine, in commercial and general litigation matters throughout state and federal courts in Florida for breach of contract, business torts and other matters related to planning and execution of projects


REPRESENTATIONS IN WRONGFUL DEATH, CATASTROPHIC INJURY AND MALPRACTICE ACTIONS

-Representation of the State of Florida Department of Agriculture through appeal in a suit involving a claim that the State of Florida failed to adequately inspect carnival rides resulting in the death of a teenager. The case was dismissed against the State of Florida at the trial court level and ultimately affirmed on appeal

-Representation of a child and her parents in their claims against two physicians, a hospital and a nurse, arising from a shoulder dystocia and brachial plexus injury to the child at birth allegedly caused by the negligence of the defendant medical professionals. On the first day of trial a global settlement was reached with all defendants resulting in a structured settlement yielding over $2 million for the benefit of the child, separate and apart from the attorneys' fees earned and collected by our Firm's attorneys

-Representation of a local psychiatrist in a medical malpractice lawsuit where it was alleged that a patient suicide resulted from alleged medical malpractice. After a five week trial, the jury returned a defense verdict in favor of the Firm's client


CRIMINAL AND FRAUD-RELATED DEFENSE MATTERS

-Representation of former Major Leaguer Jose Canseco and his brother Osvaldo Canseco after their arrest for aggravated battery stemming from an incident in a nightclub on Miami Beach. The State's initial plea offer included a state prison sentence. After trial preparation, argument on motions in limine and during jury selection, the State agreed to withdraw its request for a state prison sentence and instead place Jose and Osvaldo Canseco on probation

-Representation of former NFL player Wesley Carroll in a case involving alleged perjury in relation to an accusation of improper inducements to local college athletes by a sports agent. After a vigorous defense and numerous depositions, instead of seeking a jail term, the State agreed to enroll Mr. Carroll in a pre-trial diversion program wherein the charges against him were ultimately dismissed based on his successful completion of the program

-Representation of a husband and wife sued in the U.S. District Court for the Southern District of Florida for civil and criminal usury and fraud-based claims arising out of a promissory note, and pledge and security agreement, that plaintiff attempted to invalidate. Successfully managed to have the entire case dismissed, with prejudice, by U.S. District Court Judge Patricia Seitz, and obtained the entry of a final judgment imposing monetary sanctions against plaintiff and plaintiff's counsel for bad faith litigation
 
English
Spanish
 
Florida
 
U.S. Court of Appeals for the Eleventh Circuit
U.S. District Court, Middle District of Florida
U.S. District Court, Northern District of Florida
U.S. District Court, Southern District of Florida

NAMWOLF
150 N. Michigan Ave., Ste. 800
Chicago, IL 60601
312.733.7780

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