Miami Law

Legal Services & General Counsel Services


Montero Wolkov is a corporate and international business law firm with offices in Miami and Fort Lauderdale, Florida, dedicated to providing practical and comprehensive solutions to complex business matters. Our lawyers focus on all contractual and transactional aspects of the business cycle for domestic and international clients.

We have significant experience representing foreign businesses and entrepreneurs seeking to acquire or establish U.S. companies and handling their business immigration needs. In addition, we regularly represent U.S. clients doing business in Latin America.

Montero Wolkov's clients include individuals, small businesses, and large corporations from a wide spectrum of industries including energy, real estate, biotech, healthcare, life sciences, food and beverage and media and entertainment. The Firm focuses on domestic and cross-border transactions through its representation of clients from the U.S., Europe, Latin America and Asia and is well poised to service its clients in Latin America through its strategic relationships in that region. The Firm is sensitive to its clients' concerns regarding the escalation of legal fees. Accordingly, the Firm embraces alternative billing strategies, such as project-based or flat fees.

PRACTICE AREAS

  • General Corporate / Business Formation
  • Mergers & Acquisitions
  • Joint Ventures & Strategic Alliances
  • Private Equity & Venture Capital
  • International & Cross-Border Transactions
  • Tax & Estate Planning
  • Business Immigration
  • Franchise Acquisition & Development
  • Litigation & Dispute Resolution

General Corporate / Business Formation

Montero Wolkov makes the collective expertise gained from servicing its largest clients and working on the most complex transactions available to every client, regardless of its size or stage of development. Our attorneys act as strategic partners in assisting our clients with the legal issues encountered in business formation as well as everyday business operations. We also recognize that small, growing businesses need comprehensive, experienced and cost-effective business counsel. Our general corporate services include:

  • Assistance in planning from the conceptual stage, including in selecting and structuring the appropriate business entity for the client's needs and objectives, and in organizing business entities in a variety of jurisdictions.
  • Preparing subscription and stockholder/owner agreements and arrangements, including buy-sell agreements, voting trusts, and proxies.
  • Facilitating and documenting initial capitalization, and financing arrangements.
  • Preparing term sheets, letters of intent and memoranda of understanding for a wide variety of transactions and arrangements.
  • Advising with respect to leases, distribution, customer and vendor contracts, and other agreements.
  • Helping to resolve stockholder/owner, employee, and other disputes.
  • Assisting with board, management, stockholder/owner meetings, and related notice and informational requirements.

Mergers & Acquisitions

Montero Wolkov's attorneys have counselled clients on transactions with an aggregate value of billions of dollars, always focusing on practical, business-focused solutions responsive to our clients' challenges and needs.

Our attorneys assist our clients to structure, negotiate and execute a broad range of transactions, including:

  • Mergers, acquisitions and sales of public and private companies.
  • Acquisitions and dispositions of assets, divisions, and business units.
  • Purchases and sales of both controlling, and minority interests.
  • Joint ventures and strategic alliances.
  • "Going private" transactions.
  • International and cross-border transactions.
  • Spin-offs and roll-ups.
  • Corporate reorganizations and restructurings.
  • Tender and exchange offers.

Our broad and diverse M&A client base crosses many markets and industries. We assist companies ranging in size from venture-backed start-ups effecting their first transaction to large international companies with established and on-going acquisition programs.

Joint Ventures & Strategic Alliances

Montero Wolkov's attorneys have many years of experience counselling clients in successfully navigating often complex legal, tax and business considerations for sophisticated joint venture transactions. Our joint venture practice consists of structuring, negotiating and documenting joint venture relationships and strategic alliance arrangements, in a variety of industries. In addition, our group has extensive experience in helping clients determine appropriate joint venture structures-whether through corporations, partnerships, limited liability companies, purely contractual relationships, or some combination of these-and in assisting clients in their evaluation of the various tax, cash flow distribution, liability, control, governance, exit strategy and other implications of any particular structure. Our joint venture experience includes domestic, cross border and international arrangements. Our relationship with law firms in jurisdictions all over the world allows us to bring the requisite local law knowledge to bear when necessary.

Private Equity & Venture Capital

Montero Wolkov's private equity practice focuses on fund formation, portfolio company investment and acquisition, corporate finance, securities offerings, tax and restructuring. Our attorneys are dedicated to assisting our clients find and secure the funds they need to operate, grow and prosper. Our attorneys have experience assisting clients in raising funds through a variety of lending transactions as well as private placements and public offerings of equity, debt and equity-linked securities, including in SEC-registered, Regulation S, D and Rule 144A offerings. As discussed below, we also have significant experience helping clients raise funds through an EB-5 or "Regional Center" model.

Whether we represent the entrepreneur or company in search of growth or expansion capital, or the source of capital, our goal is to provide creative and practical, business-focused solutions to the challenges our clients face in all aspects of private investment and acquisition activity. We assist our clients across many industries and through the complete business life cycle.

International & Cross-Border Transactions

Montero Wolkov's attorneys have experience with sophisticated international and cross-border transactions for domestic and foreign clients, with a particular focus on businesses and deals involving or located in Latin America. All of our attorneys are fluent in Spanish and are familiar with the business, legal and social culture of many countries in Latin America. We also have strong and established relationships with leading law firms and other professionals throughout the region.

Montero Wolkov's attorneys regularly assist our non-US clients in establishing operations in the U.S., in acquiring or investing in U.S.-based businesses, in participating in joint ventures with U.S. partners and in taking advantage of the U.S. capital markets. Our non-US clients include global and small foreign companies, as well as wealthy families and individuals. We also assist our U.S. clients in a variety of cross-border transactions, including acquiring foreign businesses, forming international joint ventures, raising offshore capital and selling companies or divisions to foreign acquirers.

We routinely provide sophisticated counsel to our clients in a variety of industries in connection with a broad spectrum of cross-border transactions and other international business matters and issues.

Tax

Montero Wolkov assists clients to develop and implement creative, tax-sensitive strategies and solutions for mergers, sales and acquisitions, joint ventures, and cross-border transactions. We provide sophisticated tax counselling and representation to individuals, corporations, partnerships, limited liability companies, charitable organizations and trusts. We provide traditional tax planning, the representation of non-resident aliens and foreign business organizations in their U.S. activities, the representation of U.S. citizens and domestic business organizations in business conducted abroad, estate planning and probate administration. Our attorneys provide tax analysis and advice in the structuring of real estate, corporate and other commercial transactions, as well as in litigation matters and settlements.

Estate Planning

Montero Wolkov provides both domestic and international clients with the appropriate advice to suit their individual estate planning needs. We assist clients in preparing complex tax-planning strategies to minimize estate, gift and generation skipping taxes, including sales of assets to intentionally defective grantor trusts; implementation of irrevocable life insurance, grantor retained annuity and charitable trusts; and implementation of family limited partnerships and limited liability companies. We also assist clients in preparing, preserving and transferring family-owned businesses.

Business Immigration

Montero Wolkov has a full-service business immigration practice representing businesses, organizations, and individuals from around the world on immigration matters and visa needs. We advise multinational corporations on a variety of employment related immigration issues, focusing on strategic immigration planning for U.S. and international companies for the international relocation of personnel into the United States. We work with our clients to address the visa and work authorization needs of U.S. and global personnel, including professionals, managers and executives, treaty investors/traders, essential workers, persons of extraordinary ability, corporate trainees, and students.

Montero Wolkov assists large and small businesses, organizations, and talented individuals with obtaining temporary and permanent work authorization in the United States. We identify the best options for clients to obtain work authorization, develop strategies to obtain temporary work authorization and permanent resident status, explain the requirements, and discuss the application processes. We advocate on behalf of clients before the U.S. Citizenship and Immigration Services, the Department of Labor, U.S. Consulates and the State Department.

EB-5 & "Regional Center" Law and Opportunities

Montero Wolkov advises foreign investors to understand the complexities of the "EB-5" investment category. Generally, if you invest at least US$1M in a U.S. business, or US$500,000 in certain special locations, and the enterprise creates a certain number of jobs, then you may be able to obtain U.S. Permanent Residency under the EB-5 category.

Under U.S. immigration law, 10,000 immigrant visas per year are available in the EB-5 category to qualified individuals seeking permanent resident status based on their investing in a commercial enterprise. Permanent resident status based on EB-5 eligibility is available to investors, either alone or coming with their spouse and unmarried children.

Eligible foreign nationals are those who have invested -- or are actively in the process of investing -- the required amount of capital into a new commercial enterprise that they have established. They must further demonstrate that this investment will benefit the United States economy and create the requisite number of full-time jobs for qualified persons within the United States.

Franchise Acquisition & Development

Montero Wolkov provides counsel and assistance with creating, managing, licensing, protecting and enforcing franchised business relationships, product distribution systems and dealership networks. Our professional objective is to help clients form and maintain productive, long-term business relationships through which they can continue providing consumer products and services to the public on a regional, national, and international basis. Franchise, distributor and dealer relationships need to be specifically defined by contracts in which the owner of the proprietary business system or product line licenses independent contractors the right to provide services or sell products using the owner's proven business format, trademarks, commercial goodwill and trade secrets for an on-going fee during a term of years.

The sale of franchised business opportunities can only be made with offering documents and contracts that comply, both in terms of form and content, with the controlling federal and state franchise investment laws. Non-compliance with these laws, even if unintentional and innocent, may create serious liability and result in having to defend against complex legal actions brought by the franchise purchasers or the regulatory authorities, or both. Typically, these actions will seek rescission of the underlying contracts, the return of all franchise and royalty fees received, money damages and other statutory relief such as payment of attorney's fees, court costs, fines, and penalties.

Our attorneys are experienced in working with both franchisors and franchisees through all stages of their formation, development, expansion and maintenance of business relationships, including conversions, transfers, terminations and dispute resolution.

Litigation & Dispute Resolution

Montero Wolkov's attorneys have extensive experience in commercial litigation. We offer our clients full service from litigation analysis to arbitration or mediation to trial and appeal. We have extensive experience in dealing with internal organizational disputes for majority and minority shareholders, partners, trustees, executives, officers and directors of public and closely held corporations. We develop innovative strategies to resolve a broad range of issues, including corporate control disputes, operating agreement disputes and corporate "divorce."

Our litigation team handles its own appellate work, and has argued appeals in all appellate levels in Florida, including the Florida Supreme Court, and many federal circuit appeals courts throughout the United States.