KAREN J. ORLIN P.L.

Karen J. Orlin P.L. focuses on legal services to early- and mid-stage businesses, not-for-profit entities such as non-governmental organizations, investors, banks and other financial institutions and auctioneers and auction businesses. These services include legal representation relating to domestic and international transactions, corporate and limited liability company governance and reorganization, shareholder or member, owner, employee, contractor, vendor and customer agreements, personnel policy manuals, mergers and acquisitions, dissolution, commercial lending, and investment.

Ms. Orlin is an expert witness in the area of corporate governance, fiduciary duty and corporate and securities legal malpractice. She is a published author and a seminar speaker regarding mergers and acquisitions, securities law and opinion letter standards.

Ms.Orlin holds a J.D. from the Harvard Law School and a Bachelor of Arts, summa cum laude, in mathematics from the University of Pennsylvania, where she was elected to Phi Beta Kappa. She is AV® Peer Review Rated* by Martindale-Hubbell®, admitted to practice law in New York and Florida, and available to represent clients throughout South Florida and in the New York City greater metropolitan area.

The first nine years of Ms. Orlin's legal career were in private practice with Kronish, Lieb, Weiner & Hellman LLP (now Cooley Godward Kronish LLP) in New York City, where she handled a broad range of business and commercial matters. Since 1981, she has practiced in South Florida: 21 years in law firms including Akerman, Senterfitt & Eidson, P.A., seven years as Senior Vice President and in house counsel for a regional, publicly owned financial institution acquired by Wachovia Bank, N.A. in 1995, and, during 2007, as General Counsel for a national bank.

Representative Matters

• Multi-class limited liability company operating agreements and complex corporate shareholder agreements.
• Organization, operation, governance and development of not-for-profit entities.
• Asset and stock sale of a farm and distribution business for $92 million.
• Asset and equity sales of small and medium-sized, privately owned school and medical equipment businesses to larger privately or publicly owned entities.
• $45 million international asset based revolving credit facility guaranteed by The Export Import Bank of the United States.
• Reclassifications of equity and restructuring of entity ownership relationships.
• Organization and regulation of Florida commercial bank.

• Limited liability companies, corporations, joint ventures and partnerships.
• International strategic alliances and partnerships.
• Corporate governance and fiduciary duty.
• Not-for-profit organizations.
• Borrower and lender representation in commercial loan transactions, including multi-bank syndicated credit facilities.
• Mergers, acquisitions, sales, reorganizations, equity restructurings and related business entity planning. Investment in early- and mid-stage businesses.
• Business entity elements of estate planning, matrimonial and other litigation matters.
• Regulations concerning financial institutions and auctioneering (Florida and New York City licensed auctioneer).
• Shareholder, operating, partnership, voting, sale restriction, option, investor, and dissolution agreements; licensing, distribution, and agency agreements; confidentiality and non-competition agreements; vendor and other operational agreements.
• Bank corporate Secretary and in-house counsel.
• Personnel policy manuals; employment, contractor, consulting, severance, separation and expatriation agreements.
• Offerings and compliance under federal, Florida and New York State securities laws.
  
• Expert witness and litigation support in governance of business and not-for-profit corporations, limited liability companies and partnerships and securities legal malpractice. 
  
• Published author and seminar speaker regarding mergers and acquisitions, securities law and opinion letter standards.

• Member, Business Law Section, American Bar Association.
• Member, New York City Bar Association 2009; member, The Association of the Bar of The City of New York, Committee on Securities Regulation before 1982.
• Member and former Chair, Vice Chair, and Co-Vice Chair, former Chair of blue sky (securities law) subcommittee, and member of business entity statutory revisions subcommittees, Corporations, Securities and Financial Services Committee, and former member of Executive Council, Business Law Section, The Florida Bar; editor of case notes regarding not-for-profit corporations in The Journal, published by Business Law Section, The Florida Bar.
• Former Vice Chair, Committee on Relations with CPAs and the FICPA and former member, Professional Ethics Committee, The Florida Bar.
• Member, Coral Gables Chamber of Commerce.
• Member, Rotary Club, Downtown Miami Chapter; Paul Harris Fellow.
• Former member, Trustees' Council of Penn Women and Regional Cabinet, University of Pennsylvania; member and former President and Secretary, University of Pennsylvania Dade Alumni Club; and member, The Wharton School Club of South Florida.
• Member and former director, Harvard Club of Miami.
• Team in Training program, The Leukemia & Lymphoma Society (marathons).

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Karen J. Orlin P.L. maintains its principal place of business in Coral Gables, Florida. Its primary telephone number, (305) 794-6387, is a cellular telephone, and its facsimile number, (305) 668-7072, is not located in that office. The telephone and facsimile numbers in that office are (305) 441-9548 and (305) 779-4974, respectively.

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*AV®, BV® and CV® are registered certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell® certification procedures, standards and policies.  Martindale-Hubbell® is the facilitator of a peer review rating process.  Ratings reflect the anonymous opinions of members of the Bar and the Judiciary.  Martindale-Hubbell® Peer Review Ratings fall into two categories - legal ability and general ethical standards.