Tag Archives: Corporate law

Internal Investigations

20150713_173521Our corporate clients find the need to perform internal investigations.  The Firm’s attorneys pull their respective industry related experience to conduct such internal investigations and defend corporations and employees in complex investigatory and litigation matters.

In the current economic climate, corporate scrutiny is at an all-time high.  The public and private sectors find themselves subject to federal, state, and local agency investigation.  Corporate conduct, compliance and ethics have become an issue increasingly raised by private plaintiffs. As a result, our corporate clients see significant compliance related obstacles to navigate.

We have found that our corporate clients can be best protected from such scrutiny by understanding all the facts surrounding the allegations at hand. When the facts indicate a violation of policy, law, ethics, or other measure of scrutinization, the client must respond rapidly and measurably with remediation, employee discipline, and where necessary contacting appropriate governing agencies.

Corporate internal investigations are protected by the attorney-client privilege and can be beneficial for a number of reasons.  A well designed internal investigation can:

  • Identify key facts so that management and/or the board can make a fully informed decision as to how best to proceed;
  • Cease any offending behavior;
  • Prevent future misbehavior;
  • Document the corporation’s response as the facts are learned;
  • Protect management and boards of directors against a charge of being complicit in the misbehavior; and,
  • Establish and create a corporate culture of compliance and openness.

Planning is key to internal investigations.  The plan will address document and data collection and review, witness interviews, analysis of the facts and data, and regular reporting to the client on the investigation.  The attorneys of the Firm are well suited to developing the right plan for our clients’ needs.

For any questions about internal investigations and their legal implications, please call Peter below:

Peter E. Berlowe, Esq.


3250 Mary Street, Suite 100

Miami, Florida 33133

Main:  (305) 567-5576

Fax: (305) 567-9343

Email: PEB@AssoulineBerlowe.com


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

Miami • Ft. Lauderdale • Boca Raton

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Partner Carl H. Perdue appointed to the Senior Lawyers Committee of the Florida Bar

Carl Perdue - Senior Lawyers Committee of the Florida BarMr. Eugene K Pettis, President of The Florida Bar, has appointed Carl H. Perdue to a new committee of the Florida Bar, the Senior Lawyers Committee.  In his appointment letter, Mr. Pettis said: “This committee will serve the interests of the profession by fostering an interchange of ideas, sharing accumulated legal knowledge and experience of its members and address issues of particular interest to senior lawyers. We want the committee to identify and enhance the benefits senior lawyers can provide to The Florida Bar, the profession and the community by utilizing such lawyers’ wisdom, expertise, and experience.”

The Committee will address issues from a Florida Bar survey that highlighted the top concerns of members 55 and over:  opportunities for senior lawyers, discounts on products or services, assistance on the sale or closure of a law practice, and help with technology.  The Senior Lawyers Committee is open to all members of the Florida Bar, regardless of age, and will meet throughout the year.

During his 40 years of practice, Mr. Perdue has represented individuals, private businesses, and public companies. For nearly 20 years of those year, Mr. Perdue practiced in the Arabian Gulf Region. Initially, managing one of Saudi Arabia’s most prominent corporate law firms and representing Saudi Aramco (the world’s largest oil company). He later Saudi Basic Industries Corporation (SABIC), as its principal legal counsel. SABIC is another Top – 100 Global Company, and the world’s largest chemicals producer. During his 16 years with the Company, he advised C-level corporate and affiliate executives and operating affiliate managers, and he was expatriate leader of the Corporate Acquisition and Finance Teams.

Mr. Perdue’s practice focuses on domestic and international acquisitions and divestitures; business advisory and corporate governance; business transactions; corporate and project finance; government and regulatory compliance; litigation, mediation, and arbitration; and private equity and venture capital. He has represented global engineering and construction firms; industrial manufacturers; and international financial institutions as well as a Fortune – 100 global diversified agribusiness corporation. Mr. Perdue has negotiated innumerable high value, cross-border and cross-cultural corporate, commercial, and financial transactions. And, he also has significant international civil and criminal litigation, mediation, and arbitration experience; and a substantial domestic and international government affairs background.

Assouline & Berlowe is proud to announce Mr. Perdue’s involvement in the Senior Lawyers Committee.  Mr. Perdue is available in Assouline & Berlowe’s Miami, Fort Lauderdale, and Boca Raton offices. He heads the firm’s Europe and Middle East Practice. He is a member of the firm’s Latin America Practice, Corporate and Finance Practice, International Law and Arbitration Practice, and Business Litigation and Dispute Resolution Practice.

Please contact Mr. Perdue to discuss your international business needs.

Partner Carl H. Perdue, Esq.


1801 N. Military Trail, Suite 160

Boca Raton, Florida 33431

Main:  (561) 361-6566

Fax: (561) 361-6466

Email: CHP@assoulineberlowe.com


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

Miami • Ft. Lauderdale • Boca Raton

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The Business Lawyer’s Role in the New Age of Science and Technology


“From Concept to Miracle…The Lawyer’s Role in Florida’s Bioscience and Technology Industry”

The 21st Century is said to be the century for innovations in bioscience and nano-technology innovation; the dawn of a new industrial revolution. Florida is well-known as a state for new beginnings and entrepreneurship. The State is expected to be a cutting-edge leader in this exciting and rapidly developing science frontier.

Florida has become a rapidly growing center for biotechnology and medical research and development. The State is steadily gaining national recognition as an important center for discoveries in its scientific and medical communities.

In its June, 2012 BioPulse article A Snapshot of the Bioscience Industry, BioFlorida (“Florida’s bioscience industry association… represent(s) and advocate(s) for the state’s biotechnology, pharmaceutical and medical device industries”) reported that:
“While other states are seeing a decline in biotechnology investment and entrepreneurship, the biotechnology industry in Florida continues to grow, with venture capital investments surging by 200 percent(.)”

In recent years, Florida has succeeded in attracting and relocating premier research institutions, including:
• Max Planck Florida Institute for Neuroscience: “a study conducted by Enterprise Florida anticipates that the research organization will support the creation of more than 1,800 jobs, both directly and indirectly, over the next two decades, and generate more than $2 billion in economic activity.”

• Vaccine and Gene Therapy Institute of Florida: “the Florida-funded expansion of Oregon Health & Science University’s highly successful Vaccine and Gene Therapy Institute, focused on vaccine development with a special focus on vaccines and therapeutics that protect the aging population, which is the most vulnerable to disease.”
• Torrey Pines Institute for Molecular Studies: “conducting basic research to advance the understanding of human disease and the improvement of human health, Torrey Pines’ scientists conduct research in fields associated with a wide variety of major medical conditions, and new methods for drug discovery.”
• Sanford-Burnham Institute for Medical Research: “conducts world-class collaborative research dedicated to finding cures for human disease, improving quality of life; its Orlando facility focusing on diabetes and obesity.”

• Scripps Research Institute of Florida: “cutting edge facilities for researchers who conduct studies at the forefront of basic biomedical science, drug discovery, and technology development.”

A State-wide supporting infrastructure includes state-of-the-art university laboratories, hospitals, and research centers and the State’s 12 research parks, including:
• Florida Innovation Hub of the University of Florida: “will provide its resident companies with office space, laboratories, conference rooms, and other resources…to enable the advancement of their technology and marketing strategies….”

• Lake Nona Science & Technology Park: “this 600-acre site will be home to University of Central Florida’s new College of Medicine and Health Sciences Campus, Burnham Institute for Medical Research’s East Coast Campus, a University of Florida Research Center, Orlando VA Medical Center, and Nemours Children’s Hospital and Research Campus.

• Tradition Center for Innovation: “research and office park focused on immunology, medical devices, health care and clinical trials, and life sciences.”

• University of Miami Life Science and Technology Park: the complex “provides first-class facilities in an urban park setting in order to promote research, inspire collaboration between the University and private and public enterprise, deliver economic benefits to the local community and bring meaningful medical and technological advances to the world.”

To these may be added several business incubators supporting Florida’s growing number of startup companies.

Many scientists are entrepreneurs. They seek to develop proprietary and patentable life science-related products and medical devices. Their research initiatives lead to collaborations with like-minded colleagues; to financial arrangements with angel investors, venture capital, and private equity firms; and to strategic alliances, joint ventures, or mergers or acquisitions with more viable industry partners. Ultimately, that idea (the subject of interesting research, clinical study, and regulatory concern) reaches full commercialization and is subject to capital markets interest. Moreover, the idea or concept is eventually transformed into a universally available life-science miracle product or device.

“At each of the major junctures on the road to decipher the human genome, there were multiple issues, those that were legal-regulatory in nature and those of intellectual property, geopolitical divisions, and the maturity of information technology, personnel, and public relations, with which researchers and developers had to contend.” (Bryan Bergeron and Paul Chan, Biotech Industry: A Global, Economic, and Financing Overview John Wiley & Sons, 2004 (Kindle Edition Locations 1706-1707)

The road from basic research to commercialization may be long and tortuous. It can be a formidable affair. Financial and general management practices do not always equate with scientific methods; regulatory and legal compliance requirements can constrain clinical studies and medical procedures.

Business creation in the life sciences, as in other for-profit endeavors, catapults the entrepreneur into unfamiliar territory. Territory, where risk mitigation is critical and “timing everything.” Financial consultants, business advisors, and lawyers; each has a role in this mitigation process. It may not “take a village,” but it does require a multi-disciplinary and professional, team-oriented approach.

The business lawyer’s role, as confidant and counselor, is pivotal: whether the client’s “sounding board;” reviewing the impact of business or strategic plans; expressing opinions relating to governance or other corporate actions; negotiating contentious commercial or financial issues; securing patents; or doing deals. This is especially true when advising science and technology-oriented firms engaged in entrepreneurial business and financial transactions.

“A lawyer…is a representative of clients, an officer of the legal system, and a public citizen having special responsibility for the quality of justice. As a representative of clients, a lawyer performs various functions. As an adviser, a lawyer provides a client with an informed understanding of the client’s legal rights and obligations and explains their practical implications. As an advocate, a lawyer zealously asserts the client’s position under the rules of the adversary system. As a negotiator, a lawyer seeks a result advantageous to the client but consistent with requirements of honest dealing with others. As an evaluator, a lawyer acts by examining a client’s legal affairs and reporting about them to the client or to others.”

Lawyers shape relationships; a critical role often forgotten. For example, a successful transaction attorney is a “deal maker; not deal breaker.” Good transaction lawyers will not make “mountains out of molehills.” Counsel understands that the client will be living with deal results perhaps for years; while he or she moves on to the next case or transaction.

Good corporate lawyers focus core disciplines in business and finance. And, have a “familiarity with many apparently unconnected areas of legal practice;” including securities, antitrust, intellectual property, real property law and litigation. Such counsel, especially if engaged at an early stage, is well-positioned to help a bioscience, technology, and other industry entrepreneur initially create a viable business platform and thereafter, help navigating the legal “rocks and shoals” of the free enterprise system.

Carl H. Perdue, JD, LLM – Of Counsel

In Miami: 305-567-5576

In Broward: 954-929-1899

In Palm Beach: 561-361-6566



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

Miami · Ft. Lauderdale · Boca Raton

Photo is from . . . New York’s Hall of Science from the World’s Fair exhibit in Flushing, Queens.

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