Category Archives: Arbitration

Former U.S. Ambassador Discusses Technology & Miami as Global City

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Assouline & Berlowe Partner Peter E. Berlowe had the privilege of listening to firm friend Former U.S. Ambassador to Singapore Hon. Kirk Wagar speak last week at Pipeline Workspaces. Ambassador Wagar spoke about opportunities in South and Southeast Asia and how Miami can grow in to a truly global city.  In part, Ambassador Wagar discussed how driverless vehicles and related technology will begin to have far reaching implications for worldwide employment and economics over the next five to ten years.  Ambassador Wagar reflected upon the United States as the true world power, in part because of U.S. private business’ continued respect for business formalities and intellectual properties of the other countries in which they invest.  Pictured are Peter E. Berlowe, Hon. Kirk Wagar, and WLRN V.P. of News Tom Hudson.

For more information about the speech or related issues, please contact Mr. Berlowe at:

Peter E. Berlowe, Esq.

ASSOULINE & BERLOWE, P.A.

3250 Mary Street, Suite 100

Miami, Florida 33133

Main:  (305) 567-5576

Fax: (305) 567-9343

Email: PEB@AssoulineBerlowe.com

http://www.AssoulineBerlowe.com/

Intellectual Property, Labor & Employment Law, Real Estate, International Dispute Resolution, Commercial Litigation, Corporate Law, and Bankruptcy

Miami • Ft. Lauderdale • Boca Raton

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Crowdfunding: A New Way to Invest in Florida

Assouline & Berlowe - Business Law Firm - Crowdfunding

How do 4th grade entrepreneurs make their classroom solar-powered?  In today’s day and age they set up a Crowdfunding campaign.  Hoping for $800, the students raised more than $5,000 by Crowdfunding support across America and around the world.

Money is a scare commodity; and it takes effort to have investors part with it. While subjectively attractive to the project sponsor, the business thesis may not be to a potential investor. Some potential investors may not be interested in the particular business or industry sector. Others may have limited funds that are better deployed elsewhere. And yet for others, the potential project may not meet their investment criteria. For example, generally, investors target emerging growth companies over startups and mature over emerging growth companies. That universe of potential investors has been further constrained through federal and state securities regulations that forbid general solicitation of investors and require the sponsor expend substantial, and often prohibitive, transaction costs.

For the entrepreneur taking concept through to IPO, or for a businessperson expanding operations with a merger or acquisition, financing is always an issue; money is a scare commodity. Personal or retirement savings may insufficient; bank loans (with or without personal or other guarantees) could be unavailable; and family, friends, and so-called Angel investors may not be interested or able to provide project support. What is needed is a larger universe of potential financiers….Enter Crowdfunding!

“Crowdfunding is a new and evolving method to raise money using the Internet. Crowdfunding serves as an alternative source of capital to support a wide range of ideas and ventures.  An entity or individual raising funds through crowdfunding typically seeks small individual contributions from a large number of people. “

A crowdfunding campaign generally has a specified target amount for funds to be raised, or goal, and an identified use of those funds. Individuals interested in the crowdfunding campaign—members of the “crowd”—may share information about the project, cause, idea or business with each other and use the information to decide whether or not to fund the campaign based on the collective “wisdom of the crowd.”

The venture life-cycle moves from Concept to Business Plan to Startup to Sales Ramp-up to Emerging Growth Company to Exit (Buyout or IPO). Maturing businesses grow organically or through mergers and acquisitions. Each step in the process requires more capital and capital and transaction costs. The critical factor: adequate financing!

Governor Scott is expected to sign the Florida Intrastate Crowd Finance Act; amending the Florida Securities and Investor Protection Act Effective October 1, 2015, Florida-based entrepreneurs, small business owners, and others can use web-based Crowdfunding platforms as intermediaries for their intra-state funding campaigns. The Act amends Florida’s securities transactions law. A Florida entrepreneur or business person will no longer be limited to soliciting financing support from Florida “accredited” or a high net worth individual. Florida joins a growing list of states allowing the general solicitation of in-state investors through crowdfunding internet platforms.

Florida’s Office of Financial Regulation will administer the Crowdfunding Law. The Office, reporting to the Financial Services Commission, provides oversight for the State’s financial service providers. Its mission is “to protect the citizens of Florida, promote a safe and sound financial marketplace, and contribute to the growth of Florida’s economy with smart, efficient and effective regulation of the financial services industry.” The Agency’s work is divided among the Division of Consumer Finance, Division of Financial Institutions, and Bureau of Financial Investigations.

To ensure compliance with the rules and regulations of the Florida Securities and Investor Protection Act, the Division of Securities and Finance’s, Bureau of Securities Regulation examines securities dealers, investment advisers, their respective offices, and associated persons who conduct securities business in, to or from Florida. The Bureau of Financial Investigations is a criminal justice agency. It is generally responsible for conducting securities and mortgage fraud investigations.

Florida’s Crowdfunding law exempts certain “issuers” (entrepreneurs, business persons, and others) and their intermediaries (Crowdfunding Internet Platforms) from registration requirements relating to the offer and sale of certain securities. Among other things,

a. An issuer must be a for-profit business entity formed under the laws of the State, be registered with the Secretary of State, maintained its principal place of business in the State, and derive its revenue is primarily from operations in State;

b. The securities offering must be made through a registered dealer or intermediary (the Crowdfunding Internet Platform).

c. The issuer must not be company with an undefined business operation, a company that lacks business plan, a company that lacks a stated investment goal for the funds being race, or company that plans to engage in a merger or acquisition with an unspecified business entity.

d. Unless otherwise exempted by certain mitigating factors, the issuer will be disqualified from using the Crowdfunding exemption if a director, officer, person occupying a similar status or performing a similar function, or person holding more than 20% of the shares of the issuer is a so-called “Bad Actor.” That is, that person cannot have been convicted of a felony in the last 15 years or a misdemeanor in the last 5 years of crimes involving registration as a dealer, investment adviser, issuer of securities, or associated person or the application for such registration or involving moral turpitude or fraudulent or dishonest dealing.”

e. The issuer must execute an escrow agreement with the federally insured financial institution authorized to do business in Florida for the deposit of investor funds. Under the Agreement, offering proceeds will be released to the issuer only when the aggregate capital raise from all investors is equal to the target offering amount.

f. Investors can cancel an investment commitment within 3 business days before the offering deadline. This must be stated in the disclosure statement, and the issuer is required to refund to all investors if the target offering amount is not reached by the offering deadline.

g. The issuer must file a written or electronic notice of the offering with the Office of Financial Regulation that includes

i. the intermediary’s website address where the issuer’s securities will be offered;
ii. The target offering amount;
iii. A nonrefundable $200 filing fee.

h. The issuer must provide to investors and the dealer or intermediary, along with a copy to the office at the time the notice is filed, and make available to the potential investors through the dealer or intermediary, a disclosure statement containing certain material information about the issuer, the offering, and the potential risks to purchasers of the securities including a description of the Company’s physical condition.

i. For offerings, in combination with all other offerings of the issuer 12 month period, having target offering amounts of $100,000 or less, the descriptions must include the most recent income tax return filed by the insurer, if any, and a financial statement that must be certified by the principal executive officer of the issuer true and complete in all material respects.

ii. For offerings, in combination with all other offerings of the issuer within the preceding 12 month period, have target offering amounts of more than $100,000, but not more than $500,000, the description must include financial statements prepared in accordance with generally accepted accounting principles and by an independent CPA using professional standards and procedures for such review the standards and procedures established by the office, by rule, for such purpose.

iii. For offerings, in combination with the other offerings and of the issuer within the preceding 12 month period, have target offering amounts of more than $500,000, the description must include audited financial statements prepared in GAAP by an independent CPA and other requirements as the Commission may establish by rule.

Although the Florida Crowdfunding has a strict intrastate limitation, issuers will shortly have the opportunity to make their offerings nationwide. In 2012, Congress enacted the Jumpstart Our Business Startups Act (the “JOBS Act”). The Jobs Act makes it easier for an entrepreneur or company to find investors and raise capital. By easing various securities regulations, it encourages small businesses funding. Securities and Exchange Commission (SEC) has promulgated Rules under Title II (Access to Capital for Job Creators) removing the prohibition on general solicitation or general advertising for securities offerings relying on Rule 506 (considered a “Safe Harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act of 1933) provided that sales are limited to accredited investors and an issuer takes reasonable steps to verify that all purchasers of the securities are accredited investors. The SEC is expected to finalize its November 5, 2013 proposed Title III (Crowdfunding) Rule this October. Until that Rule is finalized and promulgated, nationwide general solicitation is illegal.

For more information on this or other Venture Capital or Private Equity matter, please contact:

Carl H. Perdue, JD, LLM
Senior Counsel and Partner
Business and Finance

The above material is for information purposes only; and is not to be considered legal or financial advice.

ASSOULINE & BERLOWE, P.A.

1801 N. Military Trail, Suite 160

Boca Raton, Florida 33431

Main:  (561) 361-6566

Fax: (561) 361-6466

Email: CHP@assoulineberlowe.com

http://www.assoulineberlowe.com/

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, Real Estate, and Corporate Law

Miami • Ft. Lauderdale • Boca Raton

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Miami partner Daniel E. Vielleville to speak at International Law Section’s ILAT Conference

International Law

The Florida Bar’s International Law Section is holding its annual International Litigation, Arbitration and Transaction (ILAT) Conference  on February 27, 2015.  Miami partner Daniel E. Vielleville, head of our Latin American Practice, will be speaking at the panel titled  “Arbitration in Energy and Infrastructure Disputes”. Mr. Vielleville’s presentation will be focused on developments in mining disputes and will review the impact of environmental regulation and natural resources nationalism in the recent Gold Reserve arbitral award against Venezuela as well as in current disputes such as Pacific Rim v. El Salvador, South American Silver v. Bolivia, Renco v. Peru, and Infinito v. Costa Rica.

The ILAT Conference’s program can accessed at this link:

http://internationallawsection.org/wp-content/uploads/2015/01/ILAT_Conference_Program_01.14.14.pdf

For more information about the conference or international law issues, please contact Mr. Vielleville at:

Daniel E. Vielleville, Esq.

ASSOULINE & BERLOWE, P.A.

3250 Mary Street, Suite 100

Miami, Florida 33133

Main:  (305) 567-5576

Fax: (305) 567-9343

Email: DEV@AssoulineBerlowe.com

http://www.AssoulineBerlowe.com/

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, and Corporate Law

Miami • Ft. Lauderdale • Boca Raton

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Litigation and War – Managing Expectations

business litigation war tank lawsuit fight

As a career business litigator, I have handled, literally, hundreds of commercial disputes for my clients.  Whether being involved in bet-the-company type litigation, where the stakes and the legal fees are high, or when appearing at Pretrial Conferences for clients in courts of limited jurisdiction, one thing is constant, the unknown.  You don’t know how long it is going to take to resolve the case, you don’t know how much it is going to cost, you don’t know how badly the other side wants to fight, and you don’t know what the Judge is going to think of the merits of your case or the other side’s position.

Litigation is like war on a smaller, more “civilized” scale.  America right now is passively watching in horror as bloody battles rage across the globe.  Fighting for autonomy from Russia is intensifying in southern Ukraine.  A costly civil war that started in Syria is now spilling into war torn Iraq.  Reports of hundreds of thousands of civilians, dying, being forced from their homes, and caught in the cross fire of these conflicts fill the press.

Thousands of Hamas rockets were launched from the Gaza strip into Israeli cities, which were intercepted by the American financed Iron Dome.   It appeared that Israel had their dispute under control. However, reports reveal that what the Israeli intelligence did not know was that its neighbor had dug several miles of interconnected underground tunnels deep into Israel in order to one day, by surprise, surface and inflict bloodshed and devastation on its civilian population.

Civilian casualties are mounting, in nations worldwide, as a result of these conflicts.  When will it end, how many more days, weeks, months, deaths, before it stops.  All . . . unknown.

In litigation, anyone that thinks they can go into battle with an adversary and know what will happen, should take lessons from these large scale military conflicts. Litigation, like war, is unpredictable. No litigant enters into a legal dispute with a guaranty of victory. Just like the conflicts described above, if you sue or are sued, it is unknown how long the fight will last, how much time it will take for your lawyer to prepare, research, study, and execute any strategy or properly respond to a lawsuit. Nor does any litigant know how long the other side is willing to fight for what they believe in.

Besides the adversary, the courts need to move their dockets forward.  There is no “ceasefire” in litigation.  You cannot put your case on hold.  If the parties can settle their dispute, then the case is over.  Otherwise, the battle goes on, and on, until one side or the other either wins, or runs out of money to finance the fight.  I cannot tell you how many times I have heard my clients say that they would rather pay me as their lawyer to fight with the other side than to give in and resolve this dispute with the adversary.  I always remind my client that a resolution of a dispute assures an end to the legal battle, which is never guarantied when the fight goes on.

A good lawyer tries to keep his client out of trouble.  Sometimes, it does not matter what the lawyer does, the client will find themselves in court and they have to deal with the conflict.

The next time a client tells me what they think is going to happen if they go to court, I will remind them of the tunnels that the Israelis, with all of their American technology, did not even know existed right below their feet.  If a country that spends literally billions of dollars a year on its national security and defense, has some of the most sophisticated counter-terrorism systems in the world, does not even know that its hostile neighbor is and has been lurking deep into its land and preparing for wholesale bloodshed, what can my client really know of the intentions and capabilities of another litigant.

The lifeblood of litigation, like war, is the unknown.

For more information about business litigation and strategies contact:

ERIC N. ASSOULINE, ESQ.
Telephone: 954-929-1899

With offices in Miami, Ft. Lauderdale, and Boca Raton

ASSOULINE & BERLOWE, P.A.

http://www.assoulineberlowe.com

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, and Corporate Law

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Litigation and War – Managing Expectations

business litigation war tank lawsuit fight

As a career business litigator, I have handled, literally, hundreds of commercial disputes for my clients.  Whether being involved in bet-the-company type litigation, where the stakes and the legal fees are high, or when appearing at Pretrial Conferences for clients in courts of limited jurisdiction, one thing is constant, the unknown.  You don’t know how long it is going to take to resolve the case, you don’t know how much it is going to cost, you don’t know how badly the other side wants to fight, and you don’t know what the Judge is going to think of the merits of your case or the other side’s position.

Litigation is like war on a smaller, more “civilized” scale.  America right now is passively watching in horror as bloody battles rage across the globe.  Fighting for autonomy from Russia is intensifying in southern Ukraine.  A costly civil war that started in Syria is now spilling into war torn Iraq.  Reports of hundreds of thousands of civilians, dying, being forced from their homes, and caught in the cross fire of these conflicts fill the press.

Thousands of Hamas rockets were launched from the Gaza strip into Israeli cities, which were intercepted by the American financed Iron Dome.   It appeared that Israel had their dispute under control. However, reports reveal that what the Israeli intelligence did not know was that its neighbor had dug several miles of interconnected underground tunnels deep into Israel in order to one day, by surprise, surface and inflict bloodshed and devastation on its civilian population.

Civilian casualties are mounting, in nations worldwide, as a result of these conflicts.  When will it end, how many more days, weeks, months, deaths, before it stops.  All . . . unknown.

In litigation, anyone that thinks they can go into battle with an adversary and know what will happen, should take lessons from these large scale military conflicts. Litigation, like war, is unpredictable. No litigant enters into a legal dispute with a guaranty of victory. Just like the conflicts described above, if you sue or are sued, it is unknown how long the fight will last, how much time it will take for your lawyer to prepare, research, study, and execute any strategy or properly respond to a lawsuit. Nor does any litigant know how long the other side is willing to fight for what they believe in.

Besides the adversary, the courts need to move their dockets forward.  There is no “ceasefire” in litigation.  You cannot put your case on hold.  If the parties can settle their dispute, then the case is over.  Otherwise, the battle goes on, and on, until one side or the other either wins, or runs out of money to finance the fight.  I cannot tell you how many times I have heard my clients say that they would rather pay me as their lawyer to fight with the other side than to give in and resolve this dispute with the adversary.  I always remind my client that a resolution of a dispute assures an end to the legal battle, which is never guarantied when the fight goes on.

A good lawyer tries to keep his client out of trouble.  Sometimes, it does not matter what the lawyer does, the client will find themselves in court and they have to deal with the conflict.

The next time a client tells me what they think is going to happen if they go to court, I will remind them of the tunnels that the Israelis, with all of their American technology, did not even know existed right below their feet.  If a country that spends literally billions of dollars a year on its national security and defense, has some of the most sophisticated counter-terrorism systems in the world, does not even know that its hostile neighbor is and has been lurking deep into its land and preparing for wholesale bloodshed, what can my client really know of the intentions and capabilities of another litigant.

The lifeblood of litigation, like war, is the unknown.

For more information about business litigation and strategies contact:

ERIC N. ASSOULINE, ESQ.
Telephone: 954-929-1899

With offices in Miami, Ft. Lauderdale, and Boca Raton

ASSOULINE & BERLOWE, P.A.

http://www.assoulineberlowe.com

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, and Corporate Law

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Student Becomes the Master: UM Law Wins International Moot Arbitration Competition in Frankfurt

DSC_0140

left to right: Joseph Matthews, L Andrew Riccio, Benjamin Keime, Abirami Ananthasingam

The University of Miami School of Law is already one of the top law schools in the State of Florida.  On March 14 ,2014, Coral Gables, Florida, and the entire UM community, began celebrating it’s first place finish at the 7th Frankfurt Investment Arbitration moot competition.

The three UM law school students representing UM’s team, Joseph Matthews (3L), Benjamin Keime (2L),  and Abirami Ananthasingam (3L), began preparing for the international competition in August 2013.  The competition was held during March 10th through the 15th 2014 at the University of Frankfurt in Germany.

The competition was against 59 other international law school teams.  The UM team was lead by Assouline & Berlowe attorney, and UM alumni, L Andrew Riccio (JD 2011).

The substance of this year’s moot court competition was entitled “The Perfumes of Arabia”, based in 12th century Yemen, relating to a new customs regime on merchants in Aden, the Yemeni port.  Fictional claims were brought under a multilateral investment treaty comprised of countries of the medieval Ayyubid Empire.

In describing the substance of the moot court problem, “Coach” Riccio stated that “this year’s was the most complex and interesting of them all.” He was especially impressed by the caliber of students at the competition.  Given the complexity of the problem, students invested considerable time preparing their arguments.

The moot court team competed against law schools from Europe, the Caribbean, and Asia, and ultimately tied for first place with the team from Sciences Po (Paris).  The winners, both the UM and Sciences Po teams, will receive a three week placement at the Hague Academy of International Law.

The distinguished tribunal in the final round consisted of Charles Brower, Abby Cohen-Smutney, and Judge Awn Al-Khasaweh.  The University of Miami is the only to twice make it to the final round of the competition, and twice win the competition.

This victory was extra special for Attorney Riccio, who participated on the team as a law student participant in 2011 , when UM won the competition for the first time.  After this win, UM is the first repeat winner of the competition.  When Riccio competed in 2011, it was under the guidance of his mentor, Assouline & Berlowe International Arbitration Partner Daniel Vielleville.  Now, Riccio has taken the reins of UM’s team and as the coach, the student has proved himself as the master of UM’s second winning team.

Assouline & Berlowe was founded by University of Miami School of Law graduates Eric N. Assouline (JD 1996) and Peter E. Berlowe (JD 1998).  Since that time, several other UM law graduates have joined the firm, including Sheri Alter (JD 1996), Meredith Gussin (JD 2001), as well as current partners Loren D. Pearson (JD 1996) and Daniel E. Vielleville (JD 2003).

For more information about the competition, or to discuss any business issues, please contact Mr. Riccio.

L. Andrew Riccio, Esq.

ASSOULINE & BERLOWE, P.A.

3250 Mary Street, Suite 100

Miami, Florida 33133

Main:  (305) 567-5576

Fax: (305) 567-9343

Email: ASR@AssoulineBerlowe.com

http://www.AssoulineBerlowe.com/

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, and Corporate Law

Miami • Ft. Lauderdale • Boca Raton

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B’nai B’rith Justice Unit – Installation Brunch

Bnai Brith Justice Unit Installation BrunchCommercial Litigation Partner Eric Assouline, on behalf of Assouline & Berlowe, is proud to sponsor the 34th Annual Installation Brunch of the Officers and Directors B’nai Brith Justice Unit #5207, taking place in Ft. Lauderdale, Florida.

Outgoing President, Broward County Court Judge Lisa Porter, has done an amazing job leading the Justice Unit during the 2013-2014 term.  We all thank her for the extraordinary time and effort spent to further the goals of B’nai B’rith and make this the best year in the history of the Unit.

B’nai B’rith, founded in 1843, is one of the world’s oldest and most respected service organizations.  B’nai B’rith focuses on helping people in the community that cannot help themselves.  Whether responding to national disasters, working with America’s elderly, or promoting the development of the youth, B’nai B’rith works to improve people’s lives in our community.  Older than the American Red Cross, B’nai B’rith is a vital part of the community and their leaders deserve much recognition for their efforts.

The Justice Unit is composed of judges and lawyers in Broward County that aim to spread the quality and professionalism expected from its distinguished members of the bar and the bench.

The installation brunch is scheduled for Sunday, March 9, 2014 from 10am – 12pm at the Renaissance Fort Lauderdale – Plantation Hotel, 1230 South Pine Island Road, Plantation, Florida.

To register for the event, click here.

ASSOULINE & BERLOWE – The BUSINESS LAW Firm

Telephone: 954-929-1899

With offices in Miami, Ft. Lauderdale, and Boca Raton

ERIC N. ASSOULINE, ESQ.

ASSOULINE & BERLOWE, P.A.

Intellectual Property, Labor & Employment Law, Bankruptcy, Commercial Litigation, and Corporate Law

Miami · Ft. Lauderdale · Boca Raton

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Eric N. Assouline
Business Litigation

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