Resume

QUALIFICATIONS SUMMARY:

Financial Industry Regulatory Authority (FINRA) Dispute Resolution Arbitrator (S.Fla, P.Rico)
Auctioneer, New York City

AV Preeminent® Peer Review Rated* and 2018 Albert Nelson Marquis Lifetime Achievement Award** attorney in private practice, S. Florida, New York City:

Corporate and Limited Liability Company Governance and Fiduciary Duty and Contract

• Corporate and limited liability company governance and fiduciary duty.
• Limited liability companies, corporations, joint ventures, and partnerships.
• Shareholders, stockholders, member, owner, operating, corporation, limited liability company, partnership, voting, sale restriction, option, subscription, investor, loan, confidentiality, non-competition, non-solicitation, dissolution, severance, separation, licensing, distribution, agency, vendor, customer, operational, business, and commercial agreements, promissory notes, instruments of indebtedness, and debt instruments.
• Mergers, acquisitions, sales, exchanges, conversions, reorganizations, dissolutions, and other business and commercial transactions.
• Forensic consulting and litigation support in corporate and limited liability company governance, fiduciary duty, and legal ethics, including legal malpractice.

Not-for-Profit

• Not-for-profit entity governance and fiduciary duty.
• Strategic alliances and transactions.
• Forensic consulting and litigation support in not-for-profit entity governance and fiduciary duty.

Banking and Commercial

• Bank and other financial institution corporate Secretary and in-house counsel.
• Corporate financing.
• Auctioneers and auction businesses.

Employment

• Employment, independent contractor, and consulting agreements.

REPRESENTATIVE MATTERS:

• 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, regulation and governance of Florida commercial bank, national banks, and other financial institutions.

ADMITTED:

Florida; New York; U.S. District Courts for Southern and Eastern Districts, New York; U.S. Court of Appeals for Second Circuit

EDUCATION:

Legal: HARVARD LAW SCHOOL, J.D.
Undergraduate: UNIVERSITY OF PENNSYLVANIA, A.B.
summa cum laude (Mathematics); Phi Beta Kappa

EMPLOYMENT HISTORY:

Robert Half Legal, temporary employment as contractor writer/editor for Thomson Reuters, Westlaw, Practical Law, working from virtual office, June 2015 to August 2015

Revising and drafting corporate, limited liability company, mergers and acquisitions and other
business and commercial transactions standard documents and clauses, checklists, practice notes
and articles under Florida law for the Westlaw, Practical Law division of Thomson Reuters.

Managing Member, KAREN J. ORLIN P.L., Miami-Dade and Broward, FL, 2006 to present

Shareholder, operating, limited liability company, lending and other business organization,
reorganization, investor, securities, finance, commercial, mergers and acquisitions, and transaction
agreements; corporate, limited liability company and not-for-profit entity governance and fiduciary
duty; banks and other financial institutions regulation, governance and fiduciary duty; personnel
policy manuals; employment and independent contractor matters; auctioneering law; forensic
consulting and litigation support (sometimes as independent contractor to Higer, Lichter & Givner
LLP, Arista & Herran, P.L. and other law firms).

Vice President/General Legal Counsel, PACIFIC NATIONAL BANK, Miami, FL (part-time), 2007
Corporate governance and transactions; compliance with banking laws; oversight and management
of litigation; commercial financing, including multi-bank syndicated credit facilities; operational
agreements; oversight of responses to governmental and subpoena requests for information and
documents; oversight of certain Human Resources matters.

Partner, former ROTHSTEIN ROSENFELDT ADLER, P.A., Ft. Lauderdale, FL(4 months),2007-8
Business agreements; corporate governance and reorganization; relationships among equity owners
of businesses; Sections 15 and 16, Securities Exchange Act of 1934, as amended (“1934 Act”); not
for profit organizations.

Partner, former WASSERSTROM WEINREB & WEALCATCH PL, Hollywood, FL, 2005-6
Limited liability company operating agreements; start-up and small businesses; not-for-profit
entities; commercial and real estate secured lending for lenders; investor and other business
agreements.

Senior Attorney, former RUTHERFORD MULHALL, P.A., Boca Raton, FL, 2004-5
Head of corporate and securities department; public company filings under 1934 Act; private
placements of securities under Securities Act of 1933, as amended (“1933 Act”); limited liability
company operating agreements; start-up and small businesses; mergers and acquisitions;
commercial and real estate secured lending primarily for lenders; investor and other business
agreements.

Of Counsel, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P. A.,
Miami, FL, 2002-3
Asset based and commercial lending agreements primarily for lenders, some including securities
law issues.

Of Counsel, AKERMAN, SENTERFITT & EIDSON, P.A., now AKERMAN LLP, Miami, FL, 1999-2002
Commercial lending agreements for lenders and borrowers; private placements of securities under
1933 Act; corporate restructuring and governance; mergers and acquisitions.

Member, former ZACK KOSNITZKY, P.A., Miami, FL, 1997-1999
Head of securities department; organization, corporate documentation, regulatory compliance, and
private placement of securities of Florida commercial bank; corporate restructuring; private
placements of securities under 1933 Act; proxy contest for reporting company; mergers and
acquisitions.

Partner, former BERMAN WOLFE & RENNERT, P.A., now RENNERT VOGEL MANDLER & RODRIGUEZ, P.A., Miami, FL, 1995-1997
Registered public offerings under 1933 Act; corporate documentation and governance.

Senior Vice President-Associate Counsel, Assistant Secretary, former AMERICAN  SAVINGS OF FLORIDA, F.S.B., Miami, FL, now a division of Wells Fargo Bank, N.A., 1988-1995
Public company filings under 1934 Act; supervision of outside counsel for filings under banking
laws comparable to 1933 Act; corporate reorganization; securitization of mortgage loans;
assignments of and participations in multi-bank syndicated credit facilities; preparation for and
minutes of meetings of Board of Directors and shareholders; corporate governance/fiduciary duty.

Attorney with law firms based in Miami, FL and KRONISH, LIEB, SHAINSWIT, WEINER
& HELLMAN LLP, now New York City office of COOLEY LLP, and former SHEA & GOULD, New York, NY, before 1988
Securities offerings; corporate organization, governance, and restructuring; bank and holding
companies regulation; mergers and acquisitions; commercial lending; contracts and transactions.

PROFESSIONAL ACTIVITIES AND CERTIFICATIONS:

• Member, Business Law Section and Section of Dispute Resolution, American Bar Association (various committees).
• Member, New York City Bar Association, its Professional Ethics Committee, and its Task Force on the Independence of Lawyers and Judges; former member of Professional Responsibility  Committee, and former Co-Chair of Corporate Mentoring Circle, of that Association.
• Member, New York State Bar Association, and its Not-For-Profit Corporations Law Committee.
• Member, Solo/Small Law Firm Networking Group of Broward County Bar Association.
• Member and former Chair, Vice Chair, and Co-Vice Chair, Corporations, Securities and Financial Services Committee, Business Law Section, The Florida Bar; member, business entity statutory revision subcommittees; former Chair, blue sky statutory revision subcommittee.
• Former member, Executive Council, Business Law Section, former member and Vice Chair, Committee on Relations with CPAs and FICPA, and former member, Professional Ethics Committee, The Florida Bar.
• Former member, Broward County Bar Association.
• Graduate, Mendenhall School of Auctioneering, High Point, North Carolina-Elected Class
  President; New York City auctioneer’s license; before December 2017, Florida auctioneer
  and auction business licenses.

TEACHING:

• Adjunct Faculty, Paralegal Studies, BramsonORT College, New York, NY, 2012 to 2014.
• Adjunct Faculty, Paralegal Education, The Law Center, 2010 to 2011, Instructor, School of Community Education, 2009, Miami Dade College, Miami, FL.
• Coach, The Launch Pad, University of Miami, Miami, FL, 2009 to 2016.
• Adjunct instructor, St. Thomas University School of Law, Miami, FL, Summer 2002.
• Instructor regarding commercial lending as part of student workshop, University of Miami School of Law, Miami, FL, 2000 to 2001.
• Dale Carnegie Course–Graduate Assistant, 1989.

PUBLICATIONS, PUBLIC SPEAKING AND HONORS:

• Editor of case notes regarding not-for-profit corporations, The Florida Bar Business Law Journal-Case Law Update, Business Law Section, The Florida Bar (2008, 2009, 2011).
• “Florida Not For Profit Corporation Act 2009 Amendments,” The Florida Bar Business Law Journal-Case Law Update, Business Law Section, The Florida Bar (2010), State-to-State, Out-of-State Division, The Florida Bar (2010) and www.orlinlaw.com.
• “Another Spin on ‘Spinning,’” The Quarterly Report, Business Law Section, The Florida Bar (February 2005).
• “Hedges Clipped by SEC,” The Quarterly Report, Business Law Section, The Florida Bar (August 1997).
• As member of Special Committees on Opinion Standards of The Florida Bar, Business Law Section, co-author, Report on Standards for Third-Party Legal Opinions of Florida Counsel (2010), Philip B. Schwartz, Chair, and Report on Standards for Opinions of Florida Counsel (1991), Thomas G. O’Brien III, Chair.
• Webinar presenter, “To LLC or Not To LLC: Florida Update” (April 18, 2018), sponsored by Lorman Business Center, Inc. aka Lorman Education Services, including published PowerPoint entitled “To LLC or Not To LLC: Florida Update” and memorandum entitled “Some Judicial Opinions Since 2015 Affecting Florida LLCs.”
• Participation in seminar presentation, “Advanced LLC Issues” (May 2011), sponsored by National Business Institute™, including published articles entitled “Understanding The World of Minority Rights and Fiduciary Obligations” and “Walking the Ethical Line.”
• Seminar presenter, “Effective Board Leadership, Not for Profit Organizations” (2009), The Center on Nonprofit Effectiveness (C-ONE) Miami.
• Participation in seminar presentation, “Mastering Mergers and Acquisitions” (November 2008), sponsored by National Business Institute™.
• Participation in panel in seminar, “Mergers, Acquisitions and Conversions” (April 2002); presentation and materials in seminar, “Opinion Letters after 2001 ABA Guidelines” (February 2002); materials regarding “The Private Offering Exemption” in seminar, “3rd Annual Internet Law and Representation of Technology Companies” (May 2001); presentation and materials regarding mergers in seminar, “Florida Corporations 1985,” all sponsored by the Continuing Education Committee and the Business Law Section, The Florida Bar.
• Biography included in numerous, including current, editions of The Marquis Who’s Who, including Who’s Who in the World, Who’s Who in America, Who’s Who in American Law, and Marquis Lifetime Achievement website and Metropolitan Who’s Who (2007); Honored Member, Empire Who’s Who Among Executives and Professionals (2005-6).
• Named among Florida Legal Elite™ by Florida Trend magazine (July 2010) and among South Florida’s Top Rated Lawyers of 2015-2018 by Legal Leaders (ALM 2015-2018 in The Miami Herald and The Daily Business Review).
• Other articles posted to http://www.orlinlaw.com.

INTERESTS AND ACTIVITIES:

• Member: Coral Gables Chamber of Commerce; American Mensa, Ltd., Greater Miami
  Chapter; Harvard Club of Miami; South Florida Regional Cabinet, Washington University
  in St. Louis.
• Former member: Board of Directors, Harvard Club of Miami; Harvard Law School
  Association Alumnae Committee Liaison; Board of Directors, Friends of the University of
  Miami School of Music; Rotary Club, Downtown Miami Chapter (Paul Harris Fellow); Eliot
  Society, and Executive Committee of Parents’ Council, Washington University in St. Louis;
  Trustees’ Council of Penn Women and Regional Cabinet, University of Pennsylvania;
  University of Pennsylvania Dade Alumni Club (President and Secretary); Wharton School
  Club of South Florida.
• Completed five full marathons (including two New York City marathons) and ten half
  marathons, including three events with Team in Training program, The Leukemia &
  Lymphoma Society.

* AV®, AV Preeminent®, Martindale-Hubbell Distinguished ℠ and Martindale-Hubbell Notable℠
are certification marks used under license 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. For further information, see https://www.martindale.com/ratings .

**2018 Albert Nelson Marquis Lifetime Achievement Award was awarded in November 2018 by Marquis Who’s Who “as a result of . . . hard work and dedication to . . . [the] profession.”