Services Details

Cannabis & Controlled Substances

Banking & Financial Services

Construction

Hospitality & Leisure

Land Use, Zoning & Environmental

Real Estate

Senior Housing

Technology

Arts & Cultural Institutions

Asset-Based Lending & Securitization

Aviation & Aerospace

Administrative & Regulatory

Alternative Dispute Resolution

Aviation Finance

Appellate Law

Bankruptcy & Restructuring

Biotechnology

Business Restructuring

Business Succession Planning

Class Action Defense

Capital Markets & Technology

Charitable Planning

Commercial Finance & Lending

Commercial Leasing

Commercial Litigation

Copyright Infringement Litigation

Copyright Licensing

Copyrights

Corporate & Securities

Creditors Rights

Developments of Regional Impact (DRIs)

Distressed Condominiums

Distressed Real Estate Solutions

Eminent Domain & Condemnation

Environmental Law

Estate & Probate Litigation

Estate & Trust Administration

Estate Planning

Family & Marital Law

Foreign Operations & Investments in the US

Franchising, Licensing & Distribution

Government Contracting

Guardianship

Healthcare

Hotels & Resorts

Intellectual Property Commercial Transactions

Intellectual Property Litigation

Intellectual Property Services

Investment Management

Labor & Employment Law

LEED Green Construction

Litigation & Trial Practice

Mergers, Acquisitions & Divestitures

Multifamily & Condominiums

Nonprofit Organizations

Patent Applications Prosecutions

Patent Infringement Litigation

Patents

Personal Injury & Wrongful Death

Privacy, Cybersecurity & eDiscovery

Private Wealth Services

Products Liability

Property Taxes

Public Finance

Real Estate Development

Real Estate Finance

Real Estate Litigation

Restaurants & Bars

Sports & Entertainment

Supply Chain Management

Surety & Fidelity

Tax

Telecommunications

Timeshare Services

Title Insurance

Trade Secrets

Trademark Infringement Litigation

Trademark Searches & Filing

Trademarks/Service Marks

Wealth Planning

Wills & Trusts

Zoning

The firm's multi-disciplinary Cannabis and Controlled Substances group has extensive experience in handling the rulemaking, regulatory, transactional, legislative, and litigation aspects of Florida’s regulated industries. With billion dollar industries such as medical cannabis burgeoning in the state of Florida, the Cannabis and Controlled Substances group can provide the support and guidance necessary to successfully navigate regulatory complexities. Our attorneys advise companies, individuals and investors on a wide range of legal and public policy issues surrounding Florida’s medical cannabis industry. Those businesses directly involved in the cultivation, processing, distribution, and dispensing of medical cannabis are not the only industries impacted by medical cannabis’ dynamic regulatory framework. Issues surrounding corporate formation, investments, permitting, environmental compliance, privacy and technology, employment contracts and policies, commercial and medical office leasing, real estate transactions, regulatory compliance, and land use and zoning must all be carefully analyzed to ensure businesses anticipate and prepare for the impacts of medical cannabis regulations. Our experience encompasses areas critical to the success of our clients in a variety of fields impacted by Florida’s regulated industries.

For questions or more information, please contact Tim Miedona, Chair,and Tara Tedrow, Co-Chair of the firm's Cannabis and Controlled Substances Group.

 
DISCLAIMER: Notwithstanding state marijuana laws that may exempt individuals and entities from state criminal prosecution, parties may remain subject to federal criminal prosecution as marijuana remains a Schedule I drug under federal law.

We represent a wide range of financial entities, including national banking institutions, community banks, real estate investment trusts (REITs), savings and loan associations, venture capitalists, the real estate lending departments of insurance companies, asset-based lenders, and leasing companies. We serve this industry in multiple capacities:

Commercial Lending

  • Real Estate Secured Lending
  • Secured and Unsecured Term Financings
  • Acquisition Financing
  • Construction Lending
  • Revolving Credit Financings
  • Automobile Dealership Loans
  • Permanent Loan Facilities
  • Aircraft Leasing and Financing
  • Asset Based Lending
  • Equipment Lease Financing
  • Letters of Credit
  • Community Development District Bond Financing
  • Syndicated Lending
  • Taxable and Tax Exempt Bond Financing

Operations & Operational Litigation

  • Asset Recovery
  • Vendor Contract Negotiations
  • Copyright and Intellectual Property Protection
  • Defensive Litigation on Accounts, Negotiable Instruments, Setoffs and Deposits
  • Defense of State and Federal Debt Collection Claims
  • Depositor Account Issues
  • Electronic Funds Transfer Act
  • Employment Law Issues
  • Fiduciary Issues and Claims
  • Fraud Claims
  • Improper Loan Servicing Claims
  • Privacy and Data Security
  • Safe Deposit Box Issues
  • Trust and Trustee Services/Trust Litigation
  • Garnishments and Seizure Warrants
  • Other Uniform Commercial Code and Compliance Issues

Bankruptcy & Creditors' Rights

  • Bankruptcy Litigation, Including Preference, Fraudulent Conveyance and Claims Litigation
  • Chapter 11 Reorganizations
  • Commercial Collections
  • Commercial Foreclosures
  • Complex Problem Loans Involving Multiple Borrowers and a Variety of Collateral
  • Enforcement and Foreclosure of Mortgage and Securities Agreements
  • Enforcement of Final Judgments, Including Garnishments, Attachments and Forced Sales
  • Receivership Proceedings
  • Replevins and Repossessions
  • Residential and Timeshare Foreclosures
  • Restructuring Troubled Loans
  • UCC Sales
  • Section 363 Sales
  • Workouts

Distressed Real Estate

  • Bank Owned Real Estate: Clean-up and Sale
  • Investor/Developer Acquisition of Distressed Real Estate
  • Community Development District Bonds and Assessments
  • Development Entitlements
  • Fractured Condominiums (Bulk Sale and Successor Developer Status; Terminations)
  • Homeowners/Condominium Association Assessments and Governance
  • Mortgage Loan Acquisitions and Sales
  • Real Estate Tax Certificates
  • Short Sales
  • Tax Deed Applications

Our Construction Law practice provides attorneys and paralegals who are soundly experienced in matters affecting the construction industry, including the many business, contract and insurance concerns of owners, general contractors, subcontractors and vendors.

Our attorneys have significant experience in all phases of legal representation of these entities, including litigation and arbitration proceedings where necessary, and in negotiating and drafting both standard and complex contract documents. In particular, we provide counsel on the many interdisciplinary problems which can be involved in handling construction defect claims and error and omission design claims.



Hotels & Resorts
Restaurants & Bars


Real Estate and Asset Acquisitions

Our involvement goes beyond “dirt, bricks and mortar.” We help our clients investigate and acquire all of the constituent assets including real estate, improvements, intellectual property, brands, subleases and concession agreements, data, receivables, equipment, entitlements, permits, supplies and other tangible and intangible property. By fully immersing ourselves in every detail, we can help our clients structure their acquisitions to achieve their strategic goals.

Permitting/Agency Approvals

The Hospitality & Leisure group’s experience interfacing with governmental entities includes coordinating the issuance of Special Use Permits by the United States Forest Service on behalf of our ski resort clients, negotiating leases with the United States Army Corps of Engineers on behalf of our marina clients, and negotiating with local and state governments to obtain their approval of the creation or the assignment of leasehold interests on behalf of our clients in all leisure asset classes. Moreover, we negotiate Developments of Regional Impact, Development Orders, Preliminary Development Agreements, and we represent clients before the Florida Department of Community Affairs, Regional Planning Councils, Water Management Districts and local governments.

In the State of Florida, we are recognized as an industry leader in real estate, land use and zoning. According to the highly regarded Chambers USA directory, “…the group commands the utmost respect of the hospitality industry.” Our multi-disciplinary make-up allows us to address the Hospitality & Leisure industry’s unique challenges relating to labor & employment law, alcoholic beverage licensing and regulation, domestic and international taxation and design and construction as well.

Operating Issues and Agreements

Our attorneys have extensive experience in negotiating hotel and leisure asset ground leases, operating leases, management agreements and franchise agreements on behalf of owners. With respect to hotels, we have negotiated hundreds of management and franchise agreements with national and international operators and brands such as Marriott, Hyatt, Hilton, Intercontinental, Starwood, Omni, Interstate, Benchmark and others. For our golf course developer and investor clients, our attorneys have negotiated operating leases and management agreements with operators/managers such as Billy Casper Golf, Meadowbrook Golf, Heritage Golf Group, Kemper Sports and Century Golf. We have also negotiated ski resort leases and operating agreements with some of the most well-known marina and ski operators in North America.

Financing

The attorneys in our Hospitality & Leisure group routinely represent clients in connection with unsecured and secured financing transactions, whether as part of an acquisition of assets, as part of a refinancing of existing debt, in connection with the assumption of existing debt or in connection with establishing an operating line of credit. Over the past three years, we have been involved in financing transactions in excess of $3.5 billion. Recently, we represented a non-listed publicly traded Real Estate Investment Trust (REIT) in connection with an $85 million revolving line of credit facility which included a $50 million accordion feature and a $25 million letter of credit sub-facility and which was secured by four theme and water parks, six marinas and two ski resorts located in ten different states throughout the U.S. We have extensive experience in financing various interests in real property including fee, leasehold, and governmental issued Special Use Permits. With respect to financing of assets which operate pursuant to a Special Use Permit issued by a governmental body such as the United States Forest Service, we have experience in negotiating the necessary Tri-Party Agreement among the Borrower, Lender and USFS.

For more information, please contact Jackie Bozzuto or Richard Fildes.

State and local government development regulations and land use laws in Florida are complex and comprehensive. To successfully navigate such laws and regulations, a client needs an attorney that has more than just a familiarity with the rules. Our attorneys have had years of experience in drafting, interpreting, and applying land use regulations throughout Florida and particularly in Central Florida.

Projects of all sizes, and in particular complex projects and redevelopments, require negotiation and documentation of the local approvals and development agreements. Clients benefit from our years of experience working with local governments, their elected officials and staff. Our knowledge of the history of Florida’s development and growth, local politics and governmental priorities allows our attorneys to assist clients in developing strategies for project approval.

Our real estate development attorneys are experienced in the following areas:

  • Developments of Regional Impact (DRI)
  • Comprehensive Plan Amendments
  • Public Facilities Concurrency Management
  • Annexation
  • Development Agreements
  • Impact Fees, Impact Fee Credits, and Alternative Impact Fees
  • Vested rights
  • Tax Increment Financing (TIF), Community Development Districts (CDD) and other public financing
  • Platting and subdivisions
  • Zoning matters (Rezoning, Variances, Special Exceptions, Conditional Uses, Planned Developments)

We have experience in representing clients before governmental boards such as:

  • City Councils and City Commissions
  • Boards of County Commissions
  • Planning and Zoning Commission
  • Boards of Zoning Adjustment
  • Code Enforcement Boards
  • Historic Preservation Boards
  • Construction Boards of Adjustments
  • Development Review Committees
  • Technical Review Committees

Our approach to development and land use approvals is collaborative. We often work with other development consultants such as planners, engineers, environmental consultants, transportation consultants, architects and economic consultants. Our representation often commences with a concept proposed for vacant land and continues through the issuance of building permits and certificates of occupancy. The attorneys who practice in this area are familiar with all aspects of approvals and permitting of a project, including environmental permitting (local, state and federal), governmental lobbying, historic preservation requirements, tax and other incentive programs, administrative proceedings and land use litigation.

We handle projects of all types and sizes, including mixed-use developments, high-rise developments, wetland permitting, marina permitting, utility plants, landfills, resource recovery facilities and biomedical waste facilities. In addition to our services that relate to the permitting of projects, we have experience in administrative and civil litigation in state and federal tribunals, at both the trial and appellate levels, on behalf of clients related to environmental and zoning issues.

For questions or more information, please contact Rebecca “Becky” Wilson, Chair of the firm’s Land Use, Zoning & Environmental Group, at rebecca.wilson@lowndes-law.com or call (407) 843-4600. 

Over five decades of firm history in the real estate industry translates into literally hundreds of years of combined real estate experience and sophistication available to our clients. That experience includes dealing with:

For more information please contact Mike Ryan at mike.ryan@lowndes-law.com or call (407) 843-4600. 

Attorneys in our multi-disciplinary Senior Housing Group have experience representing developers, owners, buyer, sellers, investors and managers, advising on both immediate needs and long-term issues that arise with owning, operating or investing in this unique market.  Further, our experience and membership in Meritas, a global network of approximately 170 law firms, allows us to serve clients and provide local counsel across the United States and around the world.

Real Estate/Transactional

Members of the Senior Housing Group regularly handle both individual site transactions and multi-state portfolio transactions, including development projects, acquisitions and dispositions.  We have handled nearly $800 million in acquisitions, joint ventures and development deals in more than a dozen states. With a focus on effectively structuring each transaction to minimize client risk and maximize client return, we provide counsel on a wide range of matters, from advising on the most effective corporate, REIT or joint venture structures to entitlement and land use issues, from operating agreements to in-depth due diligence review to ensure there are no surprises.

Finance

If financing is needed, we have relationships with a number of lenders experienced in senior housing and can connect clients with those able to provide the most appropriate form of financing, be it traditional financing secured by real property of for-profit facilities or bond financing for not-for-profit clients.

Operational Issues

We work with owners and operators to structure leases and management agreements to ensure smooth operations throughout the years.

Labor & Employment

Senior housing often requires round-the-clock staffing, seven-days a week, which presents special challenges to employers.  We can provide assistance on matters involving all phases of the employer/employee relationship from hiring, discipline and termination to wage and hour compliance, employee handbooks, and litigation prevention.

Litigation

We represent clients in a wide variety of litigation matters related to senior housing, including landlord/tenant issues, employment claims, tort actions and contractual disputes. We also counsel clients on strategies to minimize risks and avoid litigation in the operation of various types of senior housing facilities.

Intellectual Property

It is essential to protect your name and brand in senior housing, and our intellectual property lawyers can assist with the protection of trademarks, service marks and copyrights at the state, national and international levels.

Regulatory

We represent owners and operators on a wide range of federal and state regulatory matters including new facility licensure; change of ownership licensure issues; continuing care retirement community (CCRC) regulatory issues; Medicare certification and reimbursement; and Florida’s new Statewide Medicaid Managed Care Long-Term Care Program.


Lowndes Blog Graphic Check out our senior housing blog which focuses on senior housing trends impacting developers, owners, buyers, sellers, investors and managers! For questions or more information, please contact John D. Ruffier, Chair of the firm’s Senior Housing Group, at john.ruffier@lowndes-law.com or call (407) 843-4600.  

A number of Lowndes attorneys have direct experience in the industry and advise clients from an insider’s perspective on the wide-ranging and complex issues affecting their businesses. Client representations include:

  • Software development and licensing
  • Computer system hardware sales, acquisitions and support
  • Medical device development agreements
  • Satellite hardware and services agreements
  • Information system outsourcing agreements
  • Information system and facilities management agreements
  • Engineering service agreements
  • Technology co-development and joint venture agreements
  • Internet transactions and information provider agreements
  • Mergers, acquisitions and divestitures of technology companies
  • Private placements and initial public offerings of the securities of technology-related companies
  • Other financial transactions involving technology-related businesses
  • Content licensing

Getting a product to market in today’s world typically involves contractual relationships with other entities and we provide guidance on those relationships including non-disclosure agreements, development agreements, independent contractor arrangements, intellectual property protection, manufacturing, invention agreements, licensing and marketing and sales relationships, other agreements related to commercialization. Whether hardware development, supply chain, manufacturing, software development, telecommunications, medical devices, or e-commerce based business, we provide counsel for startup, product to market, exploitation issues, exit strategy planning and monetization transaction.

In addition to our experienced technology counsel, we use a team approach crossing multiple disciplines – including attorneys focusing on corporate, intellectual property, taxation, and employment issues – to manage the complexity of technology-related transactions and businesses. We also assist clients in negotiation, mediation, arbitration and, when necessary, litigation of technology-related disputes.

Whether we are representing cultural institutions or participating on their boards, we advise the arts and cultural community on a variety of issues that run the gamut from land use and zoning to construction, labor & employment to intellectual property, and financing to tax compliance.

Downtown Orlando, in particular, is experiencing a cultural arts and entertainment renaissance of sorts, with the construction of the Orlando Magic’s new Amway Center, the development of the new performing arts center and the upgrading of the Florida Citrus Bowl. Lowndes, Drosdick, Doster, Kantor & Reed is at the hub of all these projects and more.
We regularly assist lenders and borrowers in structuring, collateralizing, documenting and closing asset-based loans and originating loans for pooled and single-asset term securitization transactions. These include commercial mortgage-backed securitizations of hotels, office buildings and multi-family assets, as well as non-real estate assets.

The firm’s experienced attorneys advise lenders with respect to complex, corporate, fund and partnership structures of borrowers and their affiliates and often assist the lenders in determining the best loan structure to minimize the adverse impact of bankruptcy and fraudulent transfer laws on the lender’s ability to obtain the benefit of its collateral. Advice and formulation of structures are also developed for borrowers to enhance the borrower’s ability to obtain cost effective and efficient financing. Representations and warranties, covenants, environmental guaranties, and non-recourse carve out guaranties are tailored to the particulars of the borrower, the borrower’s business, its applicable assets and its financial statements. Third-party agreements including intercreditor agreements, subordination agreements and lessor estoppels are regularly negotiated and obtained on a client-favorable basis. Our attorneys also have experience with security interests in a range of collateral, including: UCC Article 9 security interests in equipment, inventory, accounts receivable and general intangibles; motor vehicle, aircraft and marine vessel liens; credit card receivables; pledged deposit accounts and securities; lock box arrangements; and real estate mortgages.

Our attorneys who practice in the asset-based lending & securitization arena also have access to experienced attorneys readily available within the firm who practice in a variety of legal areas that require careful consideration in these transactions, such as bankruptcy, local, state and federal taxation, corporate and business organizations, securities, environmental and healthcare.

The aviation industry faces complexities that do not exist in other industries – not just for commercial carriers but also for other business and general aviation aircraft owners and operators for both fixed-wing and rotary wing aircraft. The attorneys on our Aviation & Aerospace team have extensive experience dealing with various categories, classes and types of aircraft, compliance matters involving the Department of Transportation and Federal Administration and business and contract matters involving the sale, lease, installation, service and maintenance relationships of aviation products and services with aircraft manufacturers and commercial carriers. Our team has also assisted clients bringing their products and services to market, both line-fit and after-retrofit, within the business aviation sector. Our team includes vast experience in aviation supply chain management and includes:

  • Negotiated, drafted and closed multiple long term product supply and service agreements with commercial carriers in North America, Europe, Australia and South America.
  • Negotiated, drafted and closed and assisted with establishment and implementation of supply chain relationships for telecommunications product for business aviation sector.
  • Negotiated, drafted and closed hardware and service agreements for provision of satellite based connectivity service with leading satellite services companies.
  • Negotiated, drafted and closed multiple satcom hardware supply agreements, installation agreements and repair center agreements.
  • Negotiated, drafted and closed various content agreements, stored and streaming, for onboard broadcast.

We also have experience in Aviation Litigation. Representative opposing parties engaged: 20th Century Fox, Airbus, BE Aerospace, Boeing, Cisco, Dassault, DirecTV, Disney, Embraer, Eutelsat, General Dynamics, General Electric, Google, Gulfstream, Harris, Hitachi, Hughes Satellite Networks, IBM, iDirect Technologies, Inmarsat, Intel, Intelsat, Iridium, KVH, Logica, NDS, Oracle, Pace, Paramount, Qualcomm, Samsung, Sapient, SES, Siemens, Technicolor, Tessco, Textron, ViaSat, Warner Brothers, and Zodiac.

The supply chain management process is particularly important in aviation as supplier services and parts not meeting requirements related to specifications, delivery times, regulatory matters or security protocols can result in significant costs, delays and AOG situations. Click here for more information on our Supply Chain Management experience.

For questions or more information, please contact James O’Brien.

We represent clients in a broad spectrum of local, regional, state, and federal administrative and regulatory matters involving permitting, legislative initiatives, rule making, licensure, compliance, enforcement and administrative litigation.

Our experience in dealing with state government agencies often leads to resolution of concerns in an informal arena — without the need to resort to adversarial hearings or proceedings. When more formal actions are required, we use the full range of tools provided in Florida’s Administrative Procedure Act, including representing clients before state agencies in:

  • negotiations with individual state agencies;
  • administrative proceedings at the Division of Administrative Hearings; and
  • appearance proceedings in the state’s appellate courts.

With respect to state proceedings our work may begin when a client requires a permit, zoning variance or license. We will help to prepare the application and represent the client in appearances before the appropriate administrative body. Should a client be wrongfully denied at this level, our next step, according to Florida’s Administrative Procedures Act, would be to seek all applicable rights and remedies in an administrative law proceeding before the Department of Administrative Hearings (DOAH). We can bring the matter for judicial review, usually in the District Court of Appeal.

Whether the relevant body is a city, county, school board, commission or one of the administrative arms of the state or federal government, the matters we handle for clients before those agencies are extremely varied and involve just about every industry in the state, as well as a range of clients, from individuals to Fortune 500 companies. Following are some of the areas of focus in our Administrative Law practice:

  • Alcoholic beverage licensure and regulation
  • Certificates of need
  • Comprehensive plans
  • Concurrency
  • Developments of regional impact
  • Disciplinary actions
  • Environmental compliance, clean-up, permitting and reporting
  • Healthcare and hospital licensure and regulation
  • Labor and employment law issues
  • Land use and zoning
  • Land sales registration
  • Licensing
  • Securities registration and reporting
  • Stop work orders
  • Telecommunications siting, licensure, and regulation
  • Timeshare regulation
  • Trademark/tradename registration and enforcement
  • Worker’s compensation
  • Vested rights
Alternative Dispute Resolution (ADR) is a growing area that provides a means of settling disputes in a manner that may avoid the cost, uncertainty and injury to business and personal relationships that frequently attend traditional litigation. ADR generally falls into two basic categories:

  1. Representation of clients in mediations, pre-suit mediations, arbitrations and settlement conferences
  2. Firm attorneys acting as the paid mediator or arbitrator

Our attorneys, a number of whom are Certified Mediators, are experienced in all methods of case resolution, including mediation, arbitration, facilitation and negotiations to serve individuals as well as businesses. We provide:

  • representation in mediation conferences;
  • mediation services in virtually all types of commercial, personal injury, product liability, environmental, bankruptcy, employment and land use disputes;
  • representation in arbitration hearings;
  • services as a neutral or party selected arbitrator; and
  • assistance in the negotiation and preparation of arbitration agreements.

Our firm is represented on the American Arbitration Association’s National Panel for Large Complex Cases as well as the local panel for Central Florida. Additionally, we are represented on the National Panel of the CPR Institute for Dispute Resolution.
Aircraft Acquisitions, Sales and Financing

Transaction Experience

Whether you are buying, selling, leasing, operating, storing, or furnishing aircraft, issues abound including business, compliance and tax. The attorneys on our Aviation Finance team (some of whom are pilots and aircraft owners) have extensive experience and assist commercial, business and private aviation-related clients in transactional, regulatory, finance, and litigation matters.

  • Structuring, negotiating and preparing documentation for the purchase, financing, ownership, leasing and sale of aircraft.
  • Negotiating, structuring and preparing documentation for the purchase and leasing of aircraft hangar sites and construction of hangar facilities.
  • Structuring and negotiating dry lease, timeshare, interchange and charter arrangements.
  • Negotiating and documenting pilot services and aircraft management agreements and all aspects of flight department operations.
  • Negotiating and documenting fractional executive jet ownership arrangements.
  • Negotiation and documentation of foreign owner trust arrangements.
  • Restructuring problem aircraft loans.
  • Our relationships with a variety of capital resources can prove helpful in structuring your financing needs. Click here for more information on our commercial finance and lending experience.

Tax and Regulatory Compliance

  • Structuring ownership and operation of aircraft to minimize state and federal tax consequences.
  • Assisting with Federal Aviation Administration registration, licensure, permits and other FAA regulations.
  • Assisting owners and lenders in complying with Cape Town Convention International Registry.
  • Structuring and documenting aircraft 1031 forward and reverse exchanges.
  • Advising on the nonbusiness use of employer-provided aircraft, bonus depreciation, passive activity loss and related party leasing rules.
  • Resolving controversies with the FAA.
  • Assisting with IRS audits of aircraft ownership and operational activities.
  • Many issues relating to state, federal and international tax laws can be reduced with proper counsel. Click here for more information on our tax counsel experience.
For questions or more information, please contact James F. Heekin.
Our attorneys have handled appeals in federal and state appellate court forums, in almost every area of law. Several of our attorneys have participated in judicial clerkships at and with the United States Court of Appeals and the Florida District Courts of Appeal, augmenting their knowledge of the internal workings and procedures of the federal appeals courts as well as with Florida rules of the appellate procedure. The range of our appellate experience varies from appeals of final orders and judgments of trial courts, appeals of non-final orders, appellate motion practice, oral argument, petitions for writs of certiorari, jurisdictional briefs, and appeals of decisions of local governments and administrative boards and tribunals to lower courts, as prelude to appellate court review.

The attorneys in our Appellate practice advise and coordinate with the litigation attorneys within and outside of our firm to protect the appellate record, help evaluate procedural and evidentiary advantages and, when appropriate, assist with an appeal.

Additional resources include a complete law library, full access to computerized research, and a firm-maintained research file of memoranda cataloguing prior appellate and research projects. This helps contain costs associated with litigation and appellate review.
Our attorneys who practice in bankruptcy, creditors’ rights and commercial litigation have vast experience in all aspects of sophisticated bankruptcy practice and litigation, the enforcement and restructuring of problem loans, and federal and state commercial trial and appellate practice. Our attorneys regularly appear in all Federal Bankruptcy and District Courts in Florida and in most Circuit Courts throughout the state. The firm’s bankruptcy attorneys frequently appear in major cases throughout the country on behalf of our clients.
We represent biotechnology business clients in a myriad of the industry’s transactions, including:

  • licensing
  • sales, acquisitions and support
  • co-development and joint venture agreements
  • mergers, acquisitions and divestitures
  • other financial transactions involving biotechnology-related businesses

In addition to our role as outside general counsel to companies in this industry, our patent practitioners prepare and prosecute a number of patent applications for biotechnology-related entities. A representative list of certain fields include:

  • Acupuncture Systems
  • Aquaculture
  • Irrigation Systems
  • Fruit Juice Homogenization Systems
  • Medical Devices
  • Nutraceuticals
  • Pesticides
  • Pharmaceuticals
  • Plant Growth Enhancement Systems
  • Plant Patents
  • Produce Processing Systems
  • Skin Care Compositions
  • Surgical Procedures
  • Water Remediation

Our team approach brings together experienced attorneys from multiple disciplines — corporate, intellectual property, labor & employment, and tax — to manage the complex and diverse issues involved in biotechnology-related transactions. We also assist clients in negotiation, mediation, arbitration and, if necessary, litigation, when disputes arise.
Our Business Restructuring practice group advises clients involved in distressed company situations. We bring a range of skills needed in the restructuring context, drawing on distressed-related resources from our attorneys who focus on Banking & Financial Services, Litigation, Mergers & Acquisitions, Real Estate, Tax and Labor & Employment practices. Our goal is to give valuable and prompt responses, allowing clients to minimize costs, enhance value and properly position themselves for the future. Our experience with various types of restructurings, coupled with our wide-ranging practice capabilities, allows us to address our clients’ needs in a business restructuring situation.

A significant part of our Business Restructuring practice involves our representation of companies in distress including, with balance sheet and/or operational restructurings, workouts and Chapter 11 proceedings. We work with troubled companies, their boards of directors, management, owners, creditors and investors in matters in and outside of court that impact business operations and/or financial matters. We also assist clients with financial recapitalizations, business reorganizations and liquidations and advise on insolvency issues.
With private and closely held companies, creative estate planning is required to achieve the client’s goals. We advise and assist in the transition of control of family businesses while maintaining family control of the business and ensuring that the heirs benefit from the success of the business. This is achieved by counseling businesses owners on alternatives for transferring ownership and control to the next generation so that a business transfer at death will not deplete the liquidity necessary to satisfy estate taxes and the short-term needs of the heirs. We have utilized strategies such as family limited partnerships, limited liability companies, sales of discounted interests to intentionally defective income trusts, grantor-retained annuity trusts, qualified personal residence trusts, charitable lead trusts, charitable remainder trusts and irrevocable life insurance trusts as well as contractual agreements among family members. As the tax law changes, we continually develop new techniques for the smooth transfer of management and ownership. We have created and coordinated plans for multiple generations of families involved in closely held businesses with family wealth ranging from $1 million to $100 million.
Over the years, we have defended a myriad of class action suits and are familiar with complex business litigation matters. Spanning across many industries and phases of class action defense, we provide opposing class certifications, we negotiate swift settlements, and when necessary, we handle all aspects of class action trials. Our experience in this field extends to appellate practice, as we have defended against attempts to have rulings in our clients’ favor overturned. The firm’s attorneys advise and coordinate with the litigation attorneys within and outside of our firm to help evaluate procedural and strategic advantages and, when appropriate, take class action defense lawsuits to trial.
We represent a variety of businesses, large and small, public and private, locally and nationally, across a wide spectrum of industries. We help clients in every stage of growth, including business formation, intellectual property transactions, strategic partnering, angel, venture capital and private equity financing, debt financing, IPOs and other public securities offerings and merger, acquisition and sale transactions. Depth and breadth of experience help us anticipate and address the complex issues that arise in capital markets transactions, private equity and venture capital, M&A, public equity, debt financing, private securities offerings and intellectual property matters.
Charitable planning is a major element of our estate planning services. We assist our clients in creating charitable components to their estate or business succession plans that help them meet their charitable goals while taking advantage of available tax benefits. We have experience in establishing all types of charitable planning vehicles. As attorneys, we have served as directors or trustees of foundations, community foundations, and other public charities. Thus, we have significant experience in looking at charitable planning from the organization’s point of view as well as from the client’s perspective. We have advised clients about all aspects of charitable giving, including life estates, charitable remainder interests, Charitable Remainder Trusts (CRTs), Charitable Lead Trusts (CLTs), gift annuities, family foundations and donor-advised funds through community foundations or other charities.
We have extensive experience on both the state and national levels with a variety of commercial lending transactions, including secured and unsecured, first-lien, second-lien and mezzanine financings, revolving credit facilities, term loans, syndicated loans, letters of credit, fixed and floating loans with interest rates tied to LIBOR, treasury bills, prime rate and other reference bases, and related ISDA agreements.  Our attorneys have represented national, international and community banks, domestic and foreign investors, funds, borrowers in a number of industries, and sponsors in originating, syndicating, transferring, refinancing, and in workouts of, these transactions.

Our attorneys who practice in the commercial finance arena also have access to experienced attorneys readily available within the firm who practice in a variety of supporting legal roles such as bankruptcy, local, state and federal taxation, corporate and business organizations, securities, environmental and healthcare.

For questions or more information, please contact G. Edward Clement and Mark Heimendinger, Co-Chairs of the firm’s Commercial Finance & Lending Group.
Lowndes Drosdick Doster Kantor & Reed, P.A. has a dedicated practice group of experienced attorneys which focuses on all aspects of commercial leasing. We have represented landlords and tenants in office, retail and industrial leasing transactions. Our firm represents national and regional developers, retailers, REITs, and other operators and owners of commercial property. Our relationship with MERITAS enables us to provide access for our clients to professional services across the country and around the world.

Our experience includes negotiating all types of commercial leases, such as triple-net, operating leases, sale-leaseback leases, build-to-suit leases, space leases, ground leases, and subleases. We have significant experience with multiple categories of properties, including free-standing and pad sites, shopping centers, multi-tenant and office buildings, multi-use developments, and warehouse and industrial facilities.

In addition to representing landlords and tenants commercial lease negotiation, drafting and review, we also provide practical solutions in connection with commercial lease disputes, commercial lease terminations, and various other areas and documents related to commercial leasing transactions, such as letters of intent, memoranda of lease, SNDAs, review of title, survey, zoning and environmental due diligence. Finally, we have extensive experience litigating eviction and damages actions throughout Florida related to monetary and non-monetary defaults.

Check out Lowndes Leasing Lawyers which focuses on the latest legal updates, trends and practical considerations in commercial leasing!

For questions or more information, please contact Joaquin E. Martinez and Timothy R. Miedona, Co-Chairs of the firm’s Commercial Leasing Group.
We represent clients in large-scale commercial litigation and have handled some of the highest profile legal cases in the national news. Our commercial trial attorneys bring varied and extensive experience to a broad range of local, national and international matters — from simple contract disagreements to complex trade secret matters involving multiparty litigation across several venues. We have extensive civil trial experience and our trial attorneys have decades of experience in all forms of alternative dispute resolution, including arbitration, mediation and evaluation.

A significant portion of our practice is devoted to:

  • Banking & Finance
  • Civil Theft and Misappropriation
  • Creditors’ Rights Litigation
  • Construction Litigation
  • Contractual and Other Business Obligation Matters
  • Corporate & Commercial
  • General Business Litigation
  • Lender Liability Claims
  • Eminent Domain Proceedings
  • Employment & Labor
  • Energy/Public Utilities
  • Entertainment
  • Fraud
  • Insurance
  • Intellectual Property
  • Patent Infringement
  • Professional Malpractice Litigation
  • Securities & Commodities
  • Surety Litigation
  • Tax
  • Trade Secrets
  • Trusts & Estates

Firm attorneys are admitted to practice, and appear before state and federal trial and appellate courts, in many different litigation forums throughout the country. Our commercial trial attorneys are well known for their responsive, decisive and trusted representation, and tenacious commitment to our clients.

For more information please contact Terry Young, Litigation Department Chair at terry.young@lowndes-law.com or 407-418-6347.
A lawsuit for copyright infringement is handled in federal court based on federal copyright laws. Copyright infringement litigation is highly specialized. The remedy can be an injunction, damages and attorney’s fees. The firm has handled a copyright infringement lawsuits, and our firm attorneys are familiar with local courts and practices.
A copyright license agreement is an agreement by which the owner of the copyright grants another individual the right to exercise the owner’s rights. This agreement gives the licensee the rights to use copyrighted work as specified in the agreement, which must contain all of the essentials of a valid agreement for it to be enforceable.
We assist clients in obtaining, negotiating licenses and sales of copyrighted works; counseling individuals, as well as businesses to their respective rights in a work and enforcing copyright registrations in a court of law.

What is a Copyright?
A copyright is a form of protection, grounded in the U.S. Constitution and granted by law, provided to authors of “original works of authorship,” including literary, dramatic, musical, and artistic works, such as poetry, novels, movies, songs, computer software, and architecture. Copyright protection is afforded to any work that has been reduced to a tangible medium of expression, such as books, manuscripts, drawings, sheet music, CDs, DVDs, software and the like. Copyright provides the author or owner an exclusive right to copy, distribute, perform or display the copyrighted work, and prepare derivatives of the copyrighted work. Examples of copyrights include television shows, movies, music, sculptures, paintings, architectural works, magazines, websites and advertisements.

Why Can Registering a Copyright Be Valuable?

It is currently estimated that eighty percent (80%) of corporate assets in the U.S. are intangible assets, which include intellectual property such as copyrights. Although the author of a work has an inherent copyright as soon as the work is fixed in a tangible medium, there are several advantages to an owner for obtaining a copyright registration for a work prior to infringement, including:

  • Before an infringement suit may be filed in court, registration is necessary for works of U.S. origin.
  • Registration establishes a public record of the copyright claim.
  • If made before or within five years of publication, registration will establish prima facie evidence in court of the validity of the copyright and of the facts stated in the certificate.
  • If registration is made within three months after publication of the work or prior to an infringement of the work, statutory damages and attorney’s fees will be available to the copyright owner in court actions. Otherwise, only an award of actual damages and profits is available to the copyright owner.

Copyright Registration

In general, to register a work, the following items must be submitted to the Library of Congress in Washington, DC:

  • A properly completed application form
  • Filing fee (non-refundable)
  • A representation (non-returnable) of the work being registered

Copyright Ownership Rights and Licensing Issues

Pursuant to 17 U.S.C. § 106, the owner of a copyright has the exclusive rights to do and to authorize any of the following:

  1. To reproduce the copyrighted work in copies or phonorecords
  2. To prepare derivative works based upon the copyrighted work
  3. To distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease or lending
  4. In the case of literary, musical, dramatic, and choreographic works, pantomimes, and motion pictures and other audiovisual works, to perform the copyrighted work publicly
  5. In the case of literary, musical, dramatic, and choreographic works, pantomimes, and pictorial, graphic, or sculptural works, including the individual images of a motion picture or other audiovisual work, to display the copyrighted work publicly
  6. In the case of sound recordings, to perform the copyrighted work publicly by means of a digital audio transmission.

Absent a written agreement to the contrary, such as a work-for-hire agreement, the owner of the copyright is deemed to be the individual who authored the work itself. Such owner has the exclusive rights to do and authorize the actions above, as well as license the work.

Copyright Disputes and Litigation

Pursuant to 17 U.S.C. § 501(a), anyone who violates any of the exclusive rights of the copyright owner as provided by sections 106 through 122 or of the author as provided in section 106A(a), or who imports copies or phonorecords into the United States in violation of section 602, is an infringer of the copyright or right of the author, as the case may be.

An infringer of copyright is liable for either (1) the copyright owner’s actual damages and any additional profits of the infringer, as provided by subsection (b); or (2) statutory damages. 17 U.S.C. § 504(a).

The determination of whether a person or entity infringed a copyright is a factual issue. In order to prove copyright infringement, the plaintiff must show:

  1. That the infringing work is “substantially similar” to the copyrighted work
  2. That the infringer had access to the copyrighted work
We counsel clients relating to the organization, formation, and expansion of business on a local, national and international basis. We have extensive experience in a multitude of legal areas, including:

  • Complex Commercial Agreements
  • Corporate, Partnership and Limited Liability Companies
  • Business Formation
  • Compliance Services
  • Corporate Finance
  • Corporate Governance
  • Corporate Services
  • Derivatives
  • Entertainment Law
  • Equipment Finance and Leasing
  • Mergers and Acquisitions
  • Outsourcing
  • Private Equity
  • Private Placements
  • Securities Law Compliance
  • Securitization
  • Shareholder Rights, Relations, and Dispute Resolution
  • Structured Finance
  • Supply Chain Management
  • Technology
  • Venture Capital and Emerging Companies
To the benefit of our clients, we have formed strong relationships with the investment and financial community in order to integrate business development and financing issues with legal guidance.

Additionally, we handle corporate finance and corporate governance issues for public companies and their affiliates. Legal work includes commercial real estate team assistance for clients in closing structured finance transactions. In that regard, the firm has supported our clients in connection with initial capital fundings, origination of various mortgage warehouse facilities obtained from commercial banks and commercial paper conduits.
Our attorneys have substantial experience in the representation of commercial, asset-based and consumer lending in connection with:

  • Sophisticated state and federal court creditors’ rights litigation, including suits to recover monies owed, real estate and personal property foreclosures and replevin, attachment and injunction actions
  • Receiverships
  • Workout of problem loans
  • Debt restructuring
  • Defense of lender liability claims
  • Residential mortgage foreclosures, timeshare foreclosures
  • Deeds-in-lieu of foreclosure and friendly foreclosures
  • Defense of lender liability claims
  • Fraudulent conveyance claims
  • Assignments for the benefit of creditors
  • Commercial bank operation issues
Attorneys in the Zoning practice are continuously handling matters involving permitting for a diverse number of projects and activities, such as developments in wetlands, utility plants, landfills, resource recovery facilities and biomedical waste facilities, and the enforcement of environmental regulations by local, state and federal governmental agencies. In addition, we have a litigation team with extensive experience in administrative and civil litigation in state and federal tribunals, at both the trial and the appellate levels, on behalf of clients facing potential liability for environmental and zoning issues.

Projects of all sizes, and in particular complex projects and redevelopments, require negotiation and documentation of the local approvals and development agreements. Clients benefit from our years of experience working with local governments, their elected officials and staff. Our knowledge of the history of Florida’s development and growth, local politics and governmental priorities allows our attorneys to assist clients in developing strategies for project approval.

We are experienced in the following areas:

  • Developments of Regional Impact (DRI)
  • Comprehensive Plan Amendments
  • Public Facilities Concurrency Management
  • Annexation
  • Development Agreements
  • Impact Fees, Impact Fee Credits, and Alternative Impact Fees
  • Vested rights
  • Tax Increment Financing (TIF), Community Development Districts (CDD) and other public financing
  • Platting and subdivisions
  • Zoning matters (Rezoning, Variances, Special Exceptions, Conditional Uses, Planned Developments)
We have experience in representing clients before governmental boards such as:

  • City Councils and City Commissions
  • Boards of County Commissions
  • Planning and Zoning Commission
  • Boards of Zoning Adjustment
  • Code Enforcement Boards
  • Historic Preservation Boards
  • Construction Boards of Adjustments
  • Development Review Committees
  • Technical Review Committees
Our approach to development, land use and zoning approvals is collaborative. We often work with other development consultants such as planners, engineers, environmental consultants, transportation consultants, architects and economic consultants. Our representation often commences with a concept proposed for vacant land and continues through the issuance of building permits and certificates of occupancy. The attorneys who practice in this area are familiar with all aspects of approvals and permitting of a project, including environmental permitting (local, state and federal), governmental lobbying, historic preservation requirements, tax and other incentive programs, administrative proceedings and land use litigation.
The firm’s Distressed Condominiums practice is composed of a multi-disciplinary team of professionals who provide a full spectrum of sophisticated and innovative solutions to firm clients. We work with investors seeking to capitalize on the unprecedented opportunities during this economic downturn, counsel lenders looking to gain control of and reposition collateral assets so as to preserve and maximize their values, and advise receivers and other “turnaround management” specialists in a variety of complex situations incident to the services they offer.

Our professionals are also on the cutting edge seeking creative approaches of repositioning “broken” or “fractured” condominiums, including condominium de-conversions and terminations, and structuring acquisition or disposition transactions so as to take advantage of the provisions of the Florida Distressed Condominium Relief Act, which became effective on July 1, 2010. During the past few years, we have handled numerous acquisitions of broken or fractured condominium projects from both lenders and failed developers, as well as through foreclosure, during the course of which we have addressed issues associated with successor developer liability, condominium association reinstatement, elections, operations, turnover and condominium termination. We have also obtained property tax assessment reductions on behalf of our clients, and closed both bridge loans with private lenders and permanent loans with Freddie Mac for the financing of these projects.
The firm’s Distressed Real Estate Solutions Group is an interdisciplinary, closely coordinated team of attorneys who provide legal advice and business solutions to lenders, developers/owners and investors. In this economy, we recognize the need for clients to find practical and efficient solutions that cross multiple practice areas when they are faced with distressed commercial real estate challenges or opportunities.

We have advised clients through the real estate downturn of the early 1990’s, and the problems we face today, are the same in many ways. Lenders still need efficient and aggressive commercial litigation and bankruptcy attorneys to protect them and to help control their real estate collateral. They also need business oriented real estate attorneys to help ensure clear marketable title, preserve entitlements, and ultimately sell the real estate after title is taken. At the same time, our team’s broad range of experience in advising clients today, has put our attorneys on the cutting edge of creating and applying new law to diverse areas such as fractured condominiums (bulk sale and successor developer status), community development district assessments and governance, real estate tax certificates and tax deed applications, homeowners/condominium association assessments and governance, receiverships, mortgage loan acquisitions and sales, short sales, management and employment issues, entitlement and intellectual property protection, and numerous other areas.

We have helped our lender clients...
  • with foreclosure of $75+ million in affiliated loans secured by a mixed use development project, including residential condominiums, vacant and occupied retail commercial space, and vacant land, with the POA placed in bankruptcy by the developer.
  • with a $30+ million claim in a developer bankruptcy, taking back collateral consisting of a golf course, lots, homes and vacant land all within a community development district.
  • in a bankruptcy case of the largest independent mortgage seller/servicer failure in U.S. history, with the client having $50 billion in assets at stake and a claim in bankruptcy in excess of $1B.
  • in obtaining the judicial appointment of Receivers to take charge of lender collateral such as apartment complexes, shopping centers, hotels, golf courses, office buildings, and partially completed residential and commercial developments.
  • in negotiating contracts and closing on (i) the multi-takedown sale, and bulk sale, of foreclosed vacant residential lots and completed homes to national builders; (ii) the sale of a completed residential condo project; (iii) the sale of a partially leased mobile home project; (iv) the sale of a vacant and partially leased retail project; (v) many other asset classes.
  • in dealing with homeowner association, condominium association, and community development district governance, assessment, control, liability and other issues arising in connection with foreclosed real estate assets

How can we help you?

Lenders

  • Loan workouts
  • Florida mortgage foreclosure and debt collection
  • Receiverships
  • Bankruptcy: relief from the automatic stay; protection of lender’s cash collateral use by debtor; adequate protection of lender’s interest in collateral; maximum valuation of collateral; optimized interest, amortization and other restructured loan terms through Chapter 11 confirmation process
  • Title insurance
  • REO issue resolution and sale: title exceptions review and clean-up; development rights and entitlements; Florida taxes, tax certificates and tax deeds advice; Community Development District issues; Homeowner and Condominium Association issues; intellectual property; hazardous materials and environmental issues; permitting

Developers/Owners

  • Loan re-negotiation and workouts
  • Lease restructuring
  • Short sales
  • Protection of owner when tenant in bankruptcy assumes or rejects unexpired leases

Investors

  • Fractured condominium strategies including bulk buyer/bulk assignee protections
  • Condominium Reversions / Terminations
  • Short sale acquisitions
  • Foreclosure defense
  • Debt purchase
  • Purchase from FDIC
  • Purchase of REO from institutional lenders
  • Acquisition of assets in bankruptcy, free of liens, claims and encumbrances, through sale under Section 363


For questions or more information, please contact Michael Ryan, Chair of the firm’s Distressed Real Estate Solutions Group.

Our firm provides representation to clients in connection with eminent domain takings for the construction or widening of roads, the taking of sites for public buildings and other public works projects, as well as private takings by utility and pipeline companies. We have represented virtually all types of property owners affected by condemnation actions. Our cases have involved commercial (shopping centers to office) buildings, industrial, multi-family and single-family residential, agricultural, mining and vacant properties, as well as multi-use and planned unit development sites.

The first knowledge which most property owners have that a condemnation project will affect them is when the government’s appraiser or surveyor contacts them. It is important to seek legal advice right from the start. In many instances, the impact of the project on a property can be lessened if the design is reviewed by your own consultants at an early stage. The further a project progresses toward actual construction, the less the likelihood of obtaining favorable design changes.

Following an initial consultation and an inspection of the property affected by the planned project, our firm will engage, on behalf of the property owner, the appropriate team of consulting experts: appraisers, land planners, civil and traffic engineers, surveyors, accountants and other experts. The consultants we engage are not only specialists in their area of expertise but are also familiar with the peculiarities of condemnation law as it affects their discipline. In Florida, the condemning authority is required by statute to pay the property owner’s legal fees, as well as the fees of necessary consultants required to evaluate and defend the taking.

With the assistance of our consultants, the property is evaluated at its highest and best use before the condemnation taking, which can include future changes in use and zoning. The property is also evaluated in the “after” condition for the purpose of determining the decline in value of the remaining portion of the property. The owner is entitled to be fully compensated for both the land actually taken and the damage to the value of the remainder. Under certain specific circumstances, a business owner is also entitled to recover permanent loss of income which is a direct result of construction of the project.

While the cases are too numerous to list, we have represented the following types of business and property owners over the years: large and small shopping center developers and operators, national retailers, office park owners, national and regional banks, large multi-use development sites, restaurants, national bookstore chain, convenience stores, furniture rental businesses, light and heavy industrial operations, retail tire stores, veterinary clinics, bowling centers, apartment complexes, condominium and townhome developments, single-family residences and subdivisions, limerock mines, agricultural and grove properties, and an NYSE real estate investment trust with over 1200 commercial properties in numerous states.
The firm initially developed its Environmental Law practice to support its extensive Real Estate practice, mainly for wetlands, dredge and fill and surface water management permitting. Today, we represent real estate owners, developers, sellers and buyers of real estate, owners and operators of RCRA facilities, and storage tank owners and operators, as well as institutional lenders and other business enterprises, including manufacturers, high technology and aerospace companies. We help our clients resolve environmental problems in areas such as compliance, permitting, litigation and transactions, as well as advocating changes to administrative policies and regulations. Our clients are afforded the benefit of the firm’s experience and resources in counseling and defense against lawsuits and administrative proceedings concerning all environmental issues facing business, government and nonprofit entities.

Areas in the firm’s Environmental Law practice include:

  • All permitting, compliance and enforcement matters under Chs. 376 and 403, Fla. Stat., and relevant regulations
  • Permitting and enforcement practice before all water management districts, including surface water management and drainage
  • Permitting and enforcement practice before the FDEP
  • Clean Water Act/NPDES; groundwater and surface water
  • Domestic and industrial wastewater treatment and disposal permitting of treatment facilities and disposal to surface water bodies and landspreading; treated effluent disposal through reuse facilities (gray water)
  • Clean Air Act (permitting and asbestos)
  • UST/AST; petroleum contamination; LUSTs; reimbursement programs
  • Solid waste; RCRA; hazardous waste; TSDs
  • CERCLA/SARA; PRP representation
  • Environmental assessments and audits; toxic tort litigation; contribution litigation
  • EPCRA; community right-to-know
  • OSHA; employee right-to-know; indoor air quality
  • Wetlands (EPA; ACOE; FDEP; local agencies)
  • TSCA
  • FIFRA
We provide a broad spectrum of probate and trust litigation services representing both individuals and corporate fiduciaries. We have experience with virtually all litigation issues that might arise in the course of administration of a trust or estate, including will contests; alleged mismanagement of a trust or guardianship; probate accountings; creditor’s claims; actions brought against personal representatives or trustees; and all aspects of federal and state tax litigation. We are also experienced in the negotiation and mediation of settlements when a settlement is in the best interests of the client.

Since our primary focus is to avoid litigation for our clients, we provide advice to fiduciaries on opening and administering probate estates, minimizing taxes, gathering, protecting and investing the assets, and distributing assets to the appropriate beneficiaries. Managing the affairs of a trust or estate requires strict adherence to complex state and federal laws and regulations, and we advise clients so they can comply with these laws and regulations.
We provide a broad spectrum of probate and trust litigation services representing both individuals and corporate fiduciaries. We have experience with virtually all litigation issues that might arise in the course of administration of a trust or estate, including will contests; alleged mismanagement of a trust or guardianship; probate accountings; creditor’s claims; actions brought against personal representatives or trustees; and all aspects of federal and state tax litigation. We are also experienced in the negotiation and mediation of settlements when a settlement is in the best interests of the client.

Since our primary focus is to avoid litigation for our clients, we provide advice to fiduciaries on opening and administering probate estates, minimizing taxes, gathering, protecting and investing the assets, and distributing assets to the appropriate beneficiaries. Managing the affairs of a trust or estate requires strict adherence to complex state and federal laws and regulations, and we advise clients so they can comply with these laws and regulations.
Our attorneys are committed to helping families and individuals meet their personal estate planning goals, and counseling clients on techniques to transfer assets to their loved ones.

The attorneys practicing estate planning are especially known for their depth of experience regarding:

  • Florida probate
  • Florida wills
  • Estate planning

The first step involves communication and education. Estate Planning attorneys meet personally with clients to review their personal and financial information as well as their goals and objectives for their family members. In addition to learning about our clients and their goals, we educate them about issues affecting wealth transfer such as:

  • Wills and trusts
  • Probate and trust administration
  • Alternatives to estate administration
  • Estate, gift and generation-skipping taxes, and Asset protection

We believe that an informed client will make the best possible decisions for his or her family. At Lowndes, Drosdick, Doster, Kantor & Reed, we also believe that estate planning is a lifelong process. Therefore, the estate plan of a young executive or business person will mature over time, as that person’s family, assets and objectives also mature.

Because we attempt to customize our clients’ estate plan to their particular needs, the complexity of the plan selected will vary from simple to complicated as directed by the client. We provide standard estate planning documents consisting of Wills, Durable Powers of Attorney, Designation of Health Care Surrogate, and Life Support Declaration (living wills), for young married couples with children, as well as for single persons.

In cases where estate tax planning is warranted, the firm’s attorneys prepare documents that take advantage of the applicable credit amount (commonly known as the unified credit). We also counsel clients to consider marital deduction trusts and generation-skipping trusts. Because the nature of the estate and gift transfer tax system encourages gifts, we prepare a variety of irrevocable trusts that can serve as vehicles for making lifetime gifts to family members, thereby reducing the effective rate of transfer tax.

Our attorneys have experience dealing with the variety of financial assets that typically constitute a client’s portfolio, including real estate, marketable securities, qualified plan accounts and individual retirement arrangements. Moreover, we have had significant experience in preparing comprehensive estate plans that utilize all of the client’s assets in a complete transfer program to take advantage of all available estate tax exclusions, exemptions and deductions.

Clients benefit from our experience in preparing charitable remainder trusts, charitable gift annuities, private family foundations and other arrangements that reduce estate tax by utilizing charitable deductions available to estate and gift tax transfers.

Based on the recent reduction in the capital gains tax rate, the transfer of family-owned assets by various sale techniques, rather than by gift or transfer at death has become more attractive. For this reason, we may recommend intra-family sales in the form of deferred payment sales, private annuities and self-canceling installment notes.

Check out our private wealth blog which helps individuals navigate through private wealth issues!
Complex family law situations, whether separating or divorcing, or embarking on a new relationship, are varied but most often involve high stakes: business ownership or professional practice, large property and personal asset holdings, intricate inheritance and trust structures, even third-party creditors. Other complications arise from interstate relocation, international family issues, and individuals whose high profiles require private resolution out of the public/media spotlight.

While each family law matter is unique, it is likely that our multi-disciplinary Family & Marital Law Group has experienced representing clients with nearly all of these complex circumstances. Attorneys from our business, intellectual property, private wealth, real estate, and tax groups regularly combine resources to represent clients in a holistic manner – even when determining the most effective pre- and post-nuptial agreements. If relationships become contentious, our experienced civil trial lawyers advocate passionately and professionally for our clients’ interests. Perhaps most important is that our clients not only count on our knowledge and skills to navigate the complexities surrounding the stress of family issues; they know they can count on our compassion and empathy as well.

Divorce

A divorce is typically a highly emotional and traumatic experience for the spouses and their children, often complicated further by business ownership, real estate and other asset holdings, intricate trust structures, and high net worth. We are here to counsel our clients with these challenges that make navigating the marriage dissolution process even more complex.

When talking about multi-million-dollar net worth, financial discussions often become contentious through separation and divorce. Our attorneys have experience working with financial experts in valuing a wide variety of assets, including real property and business interests, and have experience arguing for, and defending against, claims for alimony.

Similarly, spouses are often combative when discussing children’s issues such as financial support and time-sharing (historically known as “custody” and “visitation”) – and many spouses are not aware of the evolving laws. We counsel our clients with regard to child support and the court-required “Parenting Plan” that lays out the time-sharing schedule each parent will have with the minor children, along with the rights and responsibilities of each parent. Because of our experience drafting and negotiating these documents, we can help clients develop a detailed Parenting Plan that allows for flexibility and active co-parenting while at the same time minimizes any confusion that may subsequently arise between the parties regarding responsibility for the children. In addition, if circumstances change or subsequent conflict arises regarding its terms, we can assist a parent in seeking a modification of the Parenting Plan.

We also deal extensively with conflicts arising out one parent’s proposed relocation with a minor child, whether petitioning for approved relocation or opposing such a petition – whether local, out of state, or out of the country.

While we strive to provide our clients with cost-effective and fair resolutions during their divorce – and we believe in alternative dispute resolution whenever appropriate, our civil trial litigators are experienced and skillful advocates for clients in court when trial is unavoidable. Most importantly, whether in arbitration, mediation, negotiating a private settlement, or trial, our attorneys have the utmost regard for confidentiality, privacy and the client’s ultimate objectives.

Paternity

Our attorneys are experienced in representing a parent (either mother or father) in a paternity action. If paternity has not yet been determined by a court of law, we can assist a client in either establishing or defending against a claim of paternity. As always, we handle each case with discretion and respect, and work diligently to assist our clients in resolving all disputes involving paternity, including issues related to paternity tests, time-sharing, and child support.

Prenuptial & Postnuptial Agreements

A prenuptial agreement, commonly referred to as a “pre-nup,” is a legal agreement entered into by both spouses before they are married. Prenuptial agreements serve to protect each spouse financially in the event of a divorce or legal separation, and are particularly important if one or both spouses are entering the marriage with a large amount of assets. Prenuptial agreements also outline the rules and procedures to be used should the marriage end in divorce, which results in the reduction of conflict during any subsequent divorce proceedings. Postnuptial agreements serve the same purposes as prenuptial agreements, though they are entered into by both spouses after they are already married.

Indeed, the lack of a pre or postnuptial agreement can lead to a bitter and costly trial where a judge, and not the parties, will determine important issues such as the division of the parties’ assets and liabilities, alimony payments, child support, and timesharing. Further, each state has specific laws regarding what can and cannot be included in a pre or postnuptial agreement. In fact, a prenuptial or postnuptial agreement can be thrown out by a judge if it is prepared improperly. Additionally, the Florida Supreme Court recently ruled that, in the absence of an agreement stating otherwise, the value of any passive, market-driven appreciation of the parties’ home is subject to equitable distribution between the parties at a later divorce, even if the marital home was originally purchased by one party long before the couple was married. Having a strong prenuptial or postnuptial agreement in place can help ensure that your pre-marital assets are protected in the event of divorce.

Our attorneys can assist in preparing, reviewing, and enforcing your prenuptial or postnuptial agreement and can help you defend against an action that your spouse may bring to enforce the terms of an agreement if it was entered into improperly – such as the unfortunately common situation where a spouse is forced to sign under duress on the eve of the wedding.

Same-Sex Marital Considerations & Domestic Partnerships

Although same-sex marriages are now recognized in Florida and nationwide, there are several steps you can – and should – take to protect your relationship whether or not you are married.

If you entered into agreements meant to protect your same-sex relationship arrangement in a pre-marriage environment, we can help you understand how those arrangements have been affected by the changes to marriage laws and what steps you might want to take in a world where same and opposite sex marriages are treated equally.

Our attorneys have worked with numerous same-sex and opposite-sex couples, creating domestic partnership agreements, joint property agreements, business agreements, powers of attorney, medical directives, wills and other documents designed to provide the legal security you deserve. As with any relationship, it is equally important to create a roadmap for dissolution, in the unfortunate event of a break-up – through which we guide our clients with strength and compassion.

Opportunities for business growth and success in today’s global marketplace know no boundaries. Many of our clients have either international operations or are foreign-based businesses with interests in the United States. Whether inbound or outbound, we help our clients navigate transnational issues and manage their legal exposure across jurisdictions. This wealth of intellectual capital assists clients in a multitude of areas, including:

  • Intellectual Property and Technology Transactions and Protection
  • Patent Protection and Prosecution
  • Entity formation, whether domestic or international
  • Licensing
  • Financing
  • Cross-border loan and syndicated loan agreements
  • Cross-border lease transactions
  • Commercial agreements
  • Domestic and international tax planning
  • Litigation
Our international practice team is augmented by Meritas, a network of 175 full-service independent law firms with well over 7,000 lawyers in 236 markets – all rigorously qualified and collaborative.
Our experience spans across a variety of franchising and licensing issues:

  • Initial business organization
  • Structuring and documenting franchise and distribution programs
  • Preparing disclosure and state registration of franchise offers, including registration, amendment and renewals
  • Preparing or negotiating franchise and licensing agreements
  • Company counsel on compliance with disclosure regulation and franchisee solicitation
  • Company counsel on structuring distribution relationships to avoid regulation under state and federal franchise and business opportunity laws
  • Managing everyday corporate and transactional issues with franchisees
  • Planning trademark, agency and administrative service agreements
  • Counsel concerning disclosure requirements
  • Facilitating franchise and dealership terminations and transfers
  • Preparation and negotiation of master franchise, sub-franchise, and area development agreements
  • Representing franchise and distribution companies in litigation, arbitration, mediation, and other alternative dispute resolution techniques
  • Local, state, federal and international taxation counsel concerning franchise and distribution arrangements
  • Intellectual Property matters counsel
Preparation of the disclosure statement or Federal Disclosure Documents is a task that is required by state and federal law and is provided on behalf of the franchisor. Clients are also provided with services in the franchise/distribution areas as well as representation for franchisor and franchisee clients in connection with trade secrets, proprietary rights and trademark registration. Additionally, clients also are served by our firm’s extensive experience in negotiating and drafting licensing and related agreements for licenses of proprietary software and other intellectual property.
As private sector development activity has decreased over the past few years, government contracting has taken on increased importance for firm clients. We have extensive experience representing clients in connection with procurement disputes over state, county, and municipal contracts. We have represented both proposers and bidders seeking to sustain a recommended award as well as parties protesting a proposed award to a competing party.

Assisted by the firm’s advocacy, firm clients have been able to obtain millions of dollars in public contracts with agencies of the state, county and municipal governments.

In addition to contract procurement law, the firm has experience in drafting and negotiating complex public-private agreements between private entities and local governments forming a partnership to facilitate financing and development of a major project.

For more information please contact Becky Wilson at rebecca.wilson@lowndes-law.com or Randi Fitzgerald at miranda.fitzgerald@lowndes-law.com or call (407) 843-4600. 
The administration of probate and guardianship estates and testamentary and intervivos trusts are the logical compliments to the Lowndes, Drosdick, Doster, Kantor & Reed, P.A. estate planning practice. Our attorneys are experienced in carrying out the execution of a client’s estate plan through proper and professional administration of decedent’s estates through probate. For those clients selecting revocable trusts, we assist either individual or corporate trustees with the settlement and administration of private trusts.

We also provide legal services to families of incapacitated persons through guardianship administration. Although we always counsel clients to avoid guardianship administration through the use of revocable trusts or durable powers of attorney, when necessary, we handle the administration of a guardianship.

Occasionally, probate, guardianship and trust administration ends up in litigation between parties having disputes over the proper disposition of the property subject to administration. Our probate, guardianship and trust attorneys typically work hand-in-hand with the firm’s civil litigation attorneys to represent our client’s interest in contested probate and guardianship matters.

In taxable estates, the overriding concern in estate administration is the reduction of estate tax through post-mortem planning, including preparing and filing the federal estate tax return and dealing with the IRS on audit. We have significant experience in representing estates on IRS estate tax examinations.
The increasing complexity and scope of laws and regulations affecting the healthcare industry require careful review and analysis of existing provider relationships and attention to the structure and details of pending transactions. Our attorneys provide a full range of services to providers and healthcare organizations in capacities ranging from general counsel to occasional consultation.

Clients in this industry include proprietary, governmental and not-for-profit hospitals, home health agencies, ambulatory care facilities, multi-specialty group practices, individual practitioners, provider networks and organizations, managed care organizations, durable medical equipment suppliers, pharmaceutical manufacturers and other health-related organizations.

We advise clients on matters involving the impact of federal and state antifraud and abuse laws on business and commercial relationships, the effect of federal and state reimbursement policies on their operations and the relationship of state professional practice laws to proposed transactions. Clients have asked us to assist with the structure and execution of affiliations and combinations of hospitals, joint ventures among providers, financing arrangements and relationships between hospitals and physicians, and transactions between the for profit and not-for-profit sectors. We respond to inquiries on routine operational issues involving contracts for services and goods, patient rights, consents to treatment and regulatory compliance. In addition, we have assisted our hospital clients with the development, implementation and operation of corporate compliance plans for their organizations as well as in obtaining certificates of need and licenses for the construction, renovation and operation of healthcare facilities.

The healthcare industry faces a number of employment-related concerns as well. The attorneys in our Labor & Employment practice represent hospitals and other healthcare providers in a full range of employment-related issues, including employee organizing and collective bargaining, labor arbitrations, equal opportunity law, employment at will, employee privacy issues, appointment and termination of medical staff, and compliance with occupational safety and health laws.

The attorneys in our Public Finance practice assist healthcare clients in securing tax-exempt financing, tax planning and structuring of significant transactions for the construction and addition of healthcare facilities.

For questions or more information, please contact James F. Heekin, Chair of the firm’s Healthcare Group, at james.heekin@lowndes-law.com or call (407) 843-4600. 

The firm’s multi-disciplinary Hospitality & Leisure group has handled more than $25 billion in client transactions involving hotels, resorts, golf and country clubs, theme parks and water parks, family entertainment centers, ski resorts and marinas throughout the U.S. and Canada. The group brings full-spectrum experience in all aspects of hospitality and leisure asset acquisitions, ownership, operations, financing and dispositions on behalf of our clients, public real estate investment trusts, private equity investors and developers included among them.

Our experience encompasses areas critical to the success of our clients’ hotel and leisure asset investments. We have negotiated and documented purchase and sale agreements, operating agreements, leases, franchise agreements as well as financing agreements on behalf of owners. We have also helped owners obtain permits and government agency approvals necessary for the acquisition, development, construction, operation, sale and leasing of such assets.

Hotels

We have amassed a wealth of experience handling over $15 billion in hotel transactions in recent years. Clients include developers, private equity investors, real estate investment trusts and other owners in all aspects of hotel transactions and ownership, including performing due diligence, handling acquisitions, negotiating management and franchise agreements, handling labor, entitlement and permitting issues, negotiating financing and advising clients as to strategically favorable financing sources and financing structures for their hospitality assets. We have represented owners with respect to all types of hospitality assets and their particular challenges, including resorts, full service and luxury hotels, limited service hotels and unbranded historic and boutique hotels. This includes representing clients with respect to the acquisition and financing of the Grand Wailea Resort and Spa located in Maui, Hawaii, and the Arizona Biltmore Resort located in Phoenix, Arizona, and the acquisition, entitlement, development, construction and operation of the 1400 room Hilton Hotel connected to the Orange County Convention Center.

Ski Resorts

Since 2006, the Hospitality & Leisure group has helped clients acquire over a dozen ski resorts in eight different states with a total value in excess of $700 million. These sophisticated and complex acquisitions involved the integration of resort operations, retail sales and residential development across thousands of acres – for example, day ski operations such as the Mountain High Ski Resort in California and the Brighton Ski Resort in Utah, destination ski resorts such as the Crested Butte Mountain Resort in Colorado, the Northstar-at-Tahoe Ski Resort in California, and the Bretton Woods Mountain Resort in New Hampshire.

Golf and Country Clubs

In addition to helping clients acquire over 60 golf courses throughout the United States since 2005, the Hospitality & Leisure group has helped clients at every stage of course development. With in-depth knowledge of specific golf course operating and liability issues, our attorneys help clients negotiate club membership agreements, management agreements, golf play agreements, restrictive covenants, licensing and trademark issues, equipment leases and concession agreements. We also have significant experience in integrating golf course assets with other amenities within larger resort and fractional ownership developments with respect to golf play rights, financing and membership issues, including such projects as the Omni ChampionsGate Resort and Grand Lakes Resort located in Central Florida.

Theme Parks and Amusement Parks

The Hospitality & Leisure group has represented a non-listed publicly traded REIT in connection with its acquisition and leaseback of seven formerly flagged Six Flags theme and water parks, and subsequent conversion from operating under a lease to operating under a management structure, a water park located in Honolulu, Hawaii and a theme park located in Hot Springs, Arkansas. In addition, we represented the same client in connection with its acquisition and leaseback of several family entertainment centers located throughout the U.S. Our experience in connection with the acquisition and leaseback of theme park and water park assets includes:

  • negotiation of development agreements, construction agreements, design to build agreements and ride purchase agreement,
  • acquisition or licensing of intellectual property associated with the applicable theme and water park assets, and
  • liability issues arising from the operation theme parks and water parks.

Marinas

The Hospitality & Leisure group has helped its clients acquire 17 marina properties in seven different states throughout the U.S. We have dealt with licensing and permitting issues, structured expansion projects, and negotiated ground leases with the Army Corps of Engineers and various local governments. We also have experience in helping owners mitigate against risks specific to marina assets when leasing their marina assets to third-party operators.

For more information please contact Richard Fildes.

We assist clients in negotiating the license, acquisition or sale of IP, managing IP portfolios, performing due diligence audits, financing of IP-based commercial ventures, commercialization of IP portfolios through product development, distribution, and joint ventures and other corporate-related transactions involving IP.

IP Licensing/Sales

The firm’s attorneys have experience involving matters on the forefront of legal issues relating to the development, use, management, commercialization, and licensing of IP, including patents, trademarks, copyrights and trade secrets, technology, software and the Internet. For example:

 Our attorneys have provided counsel to CIO’s and technology executives for domestic and international software and hardware development. Experience includes enterprise implementations, licensing and contractual transactions, as well as information and data privacy issues. Clients have received counsel in technology development, strategic alliance, technology licensing, technology purchasing and supply agreements.

Technology, Computer and Software Law

Development, use, licensing and distribution of computer, software, Internet, IT and technology systems and products; computer software licensing and development projects; outsourcing of software and IT services; web-based software services; computer disputes; and IT and telecom contracts.

Internet-related Law

Matters relating to Internet business practices; data privacy (domestic and international laws); media and IP issues on the Internet; domain name issues; web-development and web-services and web-based business and e-commerce issues.

Media and Entertainment Law relating to IP Assets

Provides counsel for the creation, licensing, distribution, use and protection of IP, entertainment and media assets. Projects span print, film, radio, music, DVD, the Internet and multi-media.

Commercialization of IP Assets

We are able to assist clients with commercializing technology from a variety of public and private sources, through acquisition, licensing, and strategic partnering, counseling with respect to business plans, and private equity, venture capital and debt financing of IP-based ventures.

Performing Due Diligence Audits

When an entity decides to purchase the IP assets of another, a thorough due diligence audit should be conducted so as to reveal the intangible assets of a company, including any IP rights, as well as any potential liabilities. The due diligence search includes, but is not limited to:

  • Researching and verifying the status of issued and pending IP
  • Determining whether the seller is using IP currently not protected
  • Determining whether there is active litigation with respect to the seller’s IP
  • Researching and reviewing issues relating to ownership of IP

Managing IP Portfolios

Obtaining the IP is the first step; taking measures to keep the IP in force is the next. In order to maintain the enforceability of one’s IP, affirmative steps must be taken, such as:

  • Payment of maintenance fess for issued U.S. patents and annuity fees for pending and issued foreign patents
  • Filing appropriate declarations and renewals for registered trademarks and/or service marks
  • Maintaining strict confidentiality standards for trade secrets

If one does not take the appropriate steps to maintain their IP rights, they essentially give away their rights to the world.

Establishing a Corporate IP Process

Ownership issues typically arise when an employee “invents” while employed by the employer. If the employee executed an assignment, the issue of ownership is clear: the employer owns the IP. However, if no assignment was executed, the line regarding ownership tends to blur, especially if the employee was hired to “invent”, the employee invented at work using employer’s equipment or there exist corporate documents regarding “future” assignments.

Regardless of whether a business entity IP portfolio consists of one piece of IP or 100, all business entities could benefit from establishing a corporate IP process wherein the ownership rights of the IP are clearly set forth for the benefit of the employer, as well as the employees. We assist clients in establishing corporate IP processes, such as solidifying ownership rights, creating incentives for inventing and reducing employer liability, so as to permit the business to focus on conducting its business.

For questions or more information, please contact Jon M. Gibbs, Chair of the firm’s Intellectual Property Services Group

Our Intellectual Property Litigation Practice is a dedicated team of attorneys who handle all aspects of intellectual property disputes including patent, trademark and copyright infringements, as well as trade secret, unfair competition and inventor disputes.

We recognize that intellectual property (IP) can be a company’s most valued asset. We also understand that with the increasing costs associated with IP litigation, clients need skilled attorneys who can help them efficiently and effectively navigate the complex cases that face them. Our attorneys have years of experience and routinely represent plaintiffs and defendants in protection, enforcement and defense actions related to IP rights in both trial and appellate courts throughout the United States. Our goal is to achieve our clients business objectives by negotiating a beneficial resolution and, when necessary, aggressively representing them at trial.

Our attorneys have litigation experience in a wide range of technologies ranging from pumps and valve assemblies to power generation equipment to telecommunication devices to medical devices. Our Intellectual Property Practice attorneys have engineering and related science degrees. Most of our IP Litigation Practice attorneys are registered to practice before the United States Patent and Trademark Office.

In addition to our dedicated IP Litigation Practice, we offer clients a full range of legal services including electronic discovery (eDiscovery) and records management. By providing a full range of services to our clients, we can better manage the costs associated with each litigation.

For questions or more information, please contact Jon M. Gibbs, Chair of the firm’s Intellectual Property Services Group.
Intellectual property (IP) is becoming a critical differentiator in business today, and it has never been more vital to develop sound strategies to procure, protect and leverage IP assets. Companies also realize the integral importance of the use and protection of technology, software and the Internet in their businesses; their competitive viability depends on it.

Clients look to the firm both for building IP portfolios and enforcing their patents in IP litigation alike. We enable clients to shape IP strategies that help achieve their business objectives. Some examples of the services we offer to protect, use, and exploit the IP rights of our clients include:

  • Protection of IP assets including registration of trademarks and copyrights and patent applications in selected technologies
  • Licensing of IP, software, technology and media assets
  • Business IP property rights audits
  • Counsel and organization of internal procedures protection, standards and practices
  • Patent and trademark infringement analysis and opinions
  • Due diligence studies for corporate transactions
  • Distributorship agreements
  • Joint venture agreements
  • Litigation
We provide a wide array of legal services to investment advisers, investment funds (including private equity and venture funds), broker-dealers, and registered investment companies (including business development companies). Our services cover fund formation, financing, acquisition and sale of investment management businesses and ongoing advice. We counsel investment advisers, underwriters and investors in connection with the structuring and offering of investment funds and advise other clients in analyzing, structuring and offering financial products. We also provide regulatory advice to our clients in connection with SEC, FINRA, Investment Company Act of 1940 and other regulatory matters. We have considerable experience in the formation and public offering aspects of real estate investment trusts.

Our Labor & Employment Law Group represents employers by actively counseling management and human resource professionals on a wide range of issues related to the workplace. We also regularly represent employers in the defense of employment claims filed with the Equal Employment Opportunity Commission and equivalent state and local fair employment practices agencies and in federal and state courts.

Client Counseling

Managing a workforce presents employers with an array of challenges. Whether companies are dealing with the ramifications of long-standing employment laws (think: Fair Labor Standards Act) or are attempting to comply with recent amendments to those laws (think: Americans with Disabilities Act Amendments Act), or are navigating requirements under newer laws (think: Affordable Care Act), employers need competent advice and guidance to make the best decisions for their employees and companies. We pride ourselves in staying ahead of the curve with respect to the myriad employment laws and regulations that affect employers on a daily basis. Our goal is to understand our clients’ businesses and the employment law issues impacting their industries and to provide advice on the best path forward. We frequently counsel employers with respect to issues such as interviewing and hiring; employee discipline and termination; information disclosure; wage and hour matters; internal investigations; plant closings, reductions in force; union avoidance; compliance with federal, state, and local laws and regulations; the impact and enforceability of restrictive covenants (non-competition agreements); and litigation avoidance strategies.

Litigation

The firm’s labor and employment law attorneys work closely with business owners, management and human resource professionals to identify, evaluate and minimize the legal risks associated with contemplated employment decisions in advance of litigation. When litigation is necessary, we represent employers before state and federal courts through trial and any appeals.  We are conscious of the ever-growing costs of litigation, and we endeavor to resolve employment law disputes efficiently and cost-effectively through appropriate trial and settlement strategies.

Administrative Proceedings

We represent employers before the Equal Employment Opportunity Commission (EEOC); the Florida Commission on Human Relations (FCHR); other state and local fair employment practices agencies; the U.S. Department of Labor, Wage and Hour Division; the National Labor Relations Board (NLRB); and the Occupational Safety and Health Administration (OSHA). We defend employers with respect to Charges of Discrimination brought under Title VII of the Civil Rights Act, the Florida Civil Rights Act, the Americans with Disabilities Act, and other employment laws and regulations requiring the exhaustion of administrative remedies. We also represent employers in respect of agency investigations into compliance with the Fair Labor Standards Act, the Family and Medical Leave Act, and the National Labor Relations Act.

Non-Competition Agreements

Florida law allows employers to require their employees to sign non-competition covenants provided that the employer has a legitimate business interest justifying the restrictions and ensures that the covenants are reasonable in time, area, and line of business. We regularly assist clients with drafting non-competition agreements. We also assist employers regarding the enforceability of their existing non-competition agreements and the non-competition agreements of employees they seek to hire. We represent companies in court when they seek to: (1) obtain injunctions that prohibit former employers from engaging in a business that is in competition with our client’s business, and (2) recover damages based on the former employee’s unlawful competition.

Employment Agreements, Employee Handbooks, and More

Employers often need to set forth in writing the terms and conditions of the employment relationship with their current or new employees. The terms and conditions may include the employee’s job duties, compensation (including bonuses and fringe benefits), and contemplated length of employment. In addition, employers often desire that the terms and conditions contemplate the protection of the company’s confidential information and include a process by which an employee may be terminated without exposing the employer to potential liability for breach of contract. We frequently assist employers with drafting and negotiating employment agreements. As with non-competition agreements (discussed above), we also enforce employment agreements when employees have breached them and defend employers against claims for wrongful termination in violation of the agreements.

Additionally, we are experienced in the review, preparation, and administration of employee handbooks, personnel policies, drug and alcohol testing programs, arbitration agreements, and separation agreements. We also counsel employers regarding the implementation of reductions-in-force, and we work with companies on employment issues arising out of the sale or acquisition of a business.

Over the past few years, development activity has increasingly focused on green or sustainable improvements. Many projects, whether private or public, are approved with a goal of achieving a specified level of LEED Certification. LEED projects entail a new and special set of risks and responsibilities which must be carefully and properly allocated in the preparation of project documentation including the Owner-Contractor Agreement and the Owner-Architect Agreement. The firm has significant experience advising clients in connection with the preparation and negotiation of sustainable design and construction agreements on LEED projects. The firm has prepared and negotiated LEED design and construction contracts in excess of $100,000,000.00 in contract volume.
Our litigators provide representation in many areas of litigation including:

  • Alternative Dispute Resolution
  • Appellate Law
  • Aviation Litigation
  • Civil Rights
  • Class Actions
  • Commercial Litigation
  • Contracts
  • Consumer Law
  • Environmental
  • Family Law
  • Insurance Defense
  • Labor & Employment Law
  • Land Titles
  • Landlord/Tenant Disputes
  • Personal Injury
  • Probate
  • Products Liability
  • Real Estate
  • Sports
  • Zoning Disputes
This representation includes trial and appellate work in state and federal courts, representation in mediation and arbitration, and before administrative tribunals.

For more information please contact Terry Young, Litigation Department Chair at terry.young@lowndes-law.com or 407-418-6347.
The firm’s attorneys provide practical legal counsel to business buyers, sellers and intermediaries in connection with structuring, negotiating and closing all types of mergers and acquisitions. We represent national companies as well as local businesses, including healthcare, software development, plastics manufacturing, water utilities, printing, retail, and real estate development. The firm regularly advises clients on the securities law and corporate governance aspects of mergers and acquisitions.

  • On the acquisition side, we have worked with strategic buyers utilizing substantial experience with structuring transactions to comply with accounting and tax requirements.
  • On the target side, we assist clients in working with intermediaries, and advise executives regarding the advantages and disadvantages of asset and stock transactions. We discuss alternatives with management, such as the possible uses of ESOPs and IPOs, and the differing strategies used by financial and strategic buyers.
We have represented numerous corporate clients in the drafting and negotiating of engagement letters and confidentiality agreements, as well as in the preparation of definitive agreements dealing with all aspects of the structure and procedures of the merger and acquisition transaction. Clients also benefit from practical advice and counsel on various other aspects of mergers and acquisitions representation, including fairness opinions and securities law issues.

Whether representing the buyer or the seller in a public company business combination, our attorneys have experience advising on the content and timing of their disclosure requirements, and with making any necessary filings with the Securities and Exchange Commission or state regulators.
Finding new sites, changes to tax laws, rising impact fees, managing design and construction risks, balancing supply and demand – these are all challenges facing multifamily developers, owners and operators… challenges that our Multifamily & Condominium Group addresses with our clients every day.

Our multidisciplinary team of attorneys works with clients involved in multifamily, condominium and mixed use developments, from acquisition, development, construction, ownership  and operation, to financing and disposition of these projects.

Acquisition/Disposition services include:

  • Contract negotiations
  • Due diligence
  • Entity selection and structuring
  • Issuing title insurance
  • Handling closings
  • Evaluating and implementing possible condominium terminations (reversions of condos to apartment rentals)
Land use and Entitlement services include:

  • Comprehensive Plan Amendment and Rezoning
  • Site Plan and Plat Approval
  • Confirming existing entitlements
  • Negotiating with School Boards
  • Negotiating Development Agreements
  • Structuring other covenants and agreements, which may include condominium regimes, complex easements, restrictions and multi-tiered property owners’ associations
  • Issuance of governmental permits and approvals
  • Impact fees (including alternative fees and exemptions)
  • Inclusionary affordable housing components and their alternatives.
Design and Construction related services include:

  • Negotiating contracts for design and construction, provision of utilities (including telecommunications) and other project services
  • Addressing construction lien issues
  • Litigating performance disputes with design professionals and contractors
  • Litigating latent defect claims
  • Achieving sustainable building standards
  • Assisting with the obtaining of U.S. Green Building Council LEED certifications.
In the financing arena, we facilitate acquisition, construction and permanent loans with local, regional and national lenders, including Freddie Mac and Fannie Mae, consisting of:

  • Negotiating Loan Commitments and Term Sheets
  • Negotiating loan documents
  • Issuing legal opinions
  • Facilitating the lender’s due diligence
  • Minimizing mortgage taxes
  • Issuing lender’s title insurance
  • Handling loan closings
In the area of project operations, we perform diverse functions such as:

  • Preparing and filing condominium documents
  • Terminating condominiums to return them to traditional multifamily use
  • Challenging property tax assessments, including tax appeals
  • Addressing other local, state and federal tax issues
  • Preparing leases
  • Providing tenant eviction services
  • Providing ADA and other regulatory compliance services
  • Restructuring equity interests
  • Offering general operational advice
With regard to dispositions, our Group is experienced in negotiating and closing sales contracts, tax-free exchanges and reverse exchanges, as well as agreements for the sale of ownership interests in operating entities to minimize transfer taxes.
We provide a myriad of services to nonprofit organizations, including advising on the challenges of and solutions to business formation, financing issues and tax planning. Our clients include:

  • Arts and Cultural Institutions
  • Colleges and Universities
  • Foundations
  • Health Care Facilities
  • Religious Institutions
Patents protect distinctive technology or inventions. Patents are protected by the filing of a patent in the US Patent Office, a task performed by a registered patent attorney. Businesses who wish to obtain patents include start-up technology companies, defense contractors, medical researchers, and university researchers. Several of the firm’s attorneys are registered patent attorneys and have handled a substantial number of patent filings and prosecutions through to the registration.
A lawsuit for patent infringement is handled in federal court based on federal patent laws. Patent infringement litigation is highly specialized. The remedy can be an injunction, damages and attorney’s fees. The firm has handled a myriad of patent infringement lawsuits, and our firm attorneys are familiar with patent infringement litigation and our attorneys are familiar with local courts and practices.
Lowndes patent attorneys, registered to practice before the United States Patent and Trademark Office (USPTO), provide experience-based pragmatic counsel to our clients, helping them develop cost-effective strategies for the protection of invention rights. Our attorneys file, prosecute, and enforce patent applications, and issue patents, in the U.S. and globally. We assist clients in all aspects of the invention protection process, including, but not limited to:

  • Working with clients and their development teams to identify potentially patentable inventions
  • Counseling clients on global patent strategies
  • Conducting patentability searches and preparing patentability assessments
  • Preparing, filing and prosecuting patent applications in the USPTO and globally through our international network of filing agents
  • Initiating and prosecuting appeals and post-grant Inter Partes Review (IPR), reissues, and reexaminations before the Patent Trial and Appeal Board (PTAB)
  • Monitoring issued patents
  • Licensing patents, technology, and know-how
  • Conducting patent licensing audits
  • Conducting intellectual property due diligence audits for mergers, acquisitions, valuations, and other transactions
  • Monitoring competitor’s patent activities
  • Formulating patent infringement and patent validity opinions and strategies
  • Litigating patent infringement matters in the U.S. federal courts
  • Defending claims of patent infringement
We represent a wide range of clients, including sole inventors, small start-up companies, large corporations, hospitals and universities, in a variety of industries such as marine, aerospace, defense, electronics, semiconductor, computer, software, medical, biotech, sports, optics, construction, real estate development, tourism, and e-commerce.

For more information please contact Jon Gibbs at jon.gibbs@lowndes-law.com or Steve Thomas at stephen.thomas@lowndes-law.com or call (407) 843-4600.
The trial attorneys at the firm have extensive courtroom experience in representing plaintiffs who bring personal injury and wrongful death claims. The attorneys have routinely represented individuals who were injured in automobile accidents and have aggressively litigated claims relating to personal injury, product liability, premises liability and other tort claims.

Our litigators have also represented manufacturers, distributors, property owners, developers, contractors and pharmaceutical companies in the defense of construction site accidents, automobile accidents, product liability claims, premises liability and pharmaceutical and medical device claims.

Several of the firm’s attorneys have engineering or other technical degrees and years of business experience prior to engaging in the practice of law. Additionally, the firm is a member of Meritas, an international association of law firms which facilitates the dissemination and exchange of information including the identification of leading experts in a particular or unique field to best represent our client’s interests.

Privacy and eDiscovery share similar spaces in the modern world.  With privacy concerns, businesses almost always have an eDiscovery issue.  Recognizing the close fit between these two disciplines, our Privacy and eDiscovery attorneys are prepared to tackle the full gamut of legal issues arising from these disciplines.  As electronically stored information continues to grow at exponential rates and technology makes it easier than ever before to track, collect, and store proprietary, personal, and confidential information about businesses and individuals, companies are implementing privacy-based policies proactively before a data breach occurs. Nevertheless, every day companies suffer data breaches from what are believed to be secure networks.  Our Privacy attorneys and professionals counsel business and technology executives in proactive data breach policy-making, internal investigations, and data breach response, including litigation resulting from same.  The proactive approach taken by our attorneys saves businesses time and money in the event of a data breach by an employee, a former employee, or a third party.

Cybersecurity

Our privacy attorneys counsel companies and businesses on all facets of cybersecurity including unauthorized use of electronic data by employees, former employees, and third parties who pose cyberthreats to clients’ businesses, as well as the associated response in the event a computer crime occurs.

eDiscovery

In addition, our Privacy attorneys advise businesses on compliance with federal and state laws such as the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), the Gramm-Leach-Bliley Act (GLB), Genetic Information Non-Discrimination Act of 2008 (GINA), and the Fair and Accurate Credit Transactions Act (FACTA), among others.

Electronic discovery (eDiscovery) is becoming a critical component of litigation and records management. Approximately 93% of all business records are created and stored electronically with 50% never reaching printed hard copy form. Unwieldy and improperly managed growth of electronically stored information can be costly in litigation. eDiscovery extends beyond electronic documents created in applications such as Microsoft Word or Excel, to include email, text messaging, telecommunication records, voicemail, recorded video, blogs and the actual user computers for mining of electronic “trails” for activity, actions and deleted information. eDiscovery extends beyond personal computers to encompass cell phones, tablets, servers, cloud computing, online data repositories, data replication and data backups.

Our eDiscovery attorneys and professionals counsel business and technology executives both in a reactionary phase and in a proactive approach to eDiscovery. The reactionary phase involves providing the appropriate response measure for impending or current litigation. The proactive approach aligns your business objectives and workflow to better track, identify and manage the lifecycle of electronically stored information through legally defensible policies and business practices.

We provide assistance to our clients through all phases of eDiscovery including: information management, identification, preservation, collection, processing, review, analysis, production and presentation.

For questions or more information, please contact Drew Sorrell, Chair of the firm’s Privacy & eDiscovery Group, at drew.sorrell@lowndes-law.com or call (407) 843-4600. 

We work with clients to create customized solutions for each client’s creation, protection and transfer of wealth. Many of our attorneys have advanced tax degrees and years of trust experience, combining the fundamentals of estate planning with the understanding of the very personal nature of each client’s goals.

We also advise clients on:

  • Asset Protection
  • Business Structuring
  • Business Succession Planning
  • Charitable Planning
  • Corporate & Business Structuring Matters
  • Divorce
  • Elder Law
  • Estate & Probate Litigation
  • Estate & Trust Administration
  • Estate Planning
  • Family & Marital Law
  • Generation Skipping
  • Guardianship
  • Healthcare Documents
  • Power of Attorney
  • Tax Planning
  • Wealth Planning
  • Wills & Trusts

For more information contact Julie Frey at julie.frey@lowndes-law.com or call (407) 843-4600. 
Our firm’s experience in counseling clients on matters of products liability ranges from prevention to defense of disputes when they arise. Manufacturers of products have come to rely on us for our record in defense of products liability matters and toxic tort lawsuits, including representation before administrative agencies and in state and federal courts. Our representation includes defense against claims of damage to personal property, as well as personal injury and wrongful death, among others. Our experience in litigation is enriched by the background of our attorneys and professionals in engineering and scientific fields, allowing us to advise clients on risk management, as well as litigation matters in a wide range of industries.
The firm provides representation to property owners in appealing their ad valorem property tax assessments. Our property tax work has extended to nearly every county in the state, although the bulk of this practice is in Central Florida. The property tax work includes review of assessments, direct negotiations with county property appraisers, administrative appeals to the Value Adjustment Board, and tax appeal suits. The firm has represented virtually every kind of property including hotels, golf courses, shopping centers, condominium and apartment projects, retail buildings, vacant land, residential uses, and agricultural uses, as well as tangible personal property.
We represent both county and municipal governments as well as school boards and special districts in its role as Bond Counsel, including the use of Community Development District (CDD) financing. In recent years, the State of Florida has benefited from the use of CDDs, allowing the private bond financing of public infrastructure improvements.

We also represent not-for-profit and for profit corporate borrowers in private activity bond financings involving manufacturing, healthcare and educational facilities. Our experience includes representing banks and corporate trustees in such financings with respect to their roles as the providers of letters of credit and corporate trustee services. In addition, we have extensive tax experience related to Section 103 of the Internal Revenue Code and the issuance of tax exempt obligations, including taxable and tax exempt bond financing.
Our Real Estate Transactions practice is among the largest in Central Florida, representing domestic and foreign individuals, corporations, partnerships, limited liability companies, Real Estate Investment Trusts (REITs), and other entities in a wide variety of complex real estate matters. The practice grew rapidly over the years to keep pace with the tremendous growth that has occurred in the real estate economy. As the economy changed, so did the practice.

Our real estate attorneys are familiar with virtually every type of commercial real estate transaction. We provide technical and practical advice to our clients in connection with the acquisition or sale of commercial real estate of all types, including vacant land, shopping centers (including regional malls), office buildings, industrial/warehouse facilities, apartment projects, entertainment complexes, restaurants, single family residential subdivisions, hotels and motels, and agricultural land, as well as golf courses and other resort related developments. We assist our clients in negotiating contracts for purchase and sale, performing due diligence as required, negotiating transfer documents and finalizing the closing of the transaction. We provide counsel to our clients as to alternative structures for any proposed transaction so as to minimize closing costs, federal or state income taxes and, to the fullest extent possible, potential liability to third parties. In addition, we assist our clients in connection with obtaining any necessary consents or approvals required for a particular transaction from third parties, including state or local governmental authorities. We also counsel our clients with respect to any federal, state or local governmental reporting/disclosure requirements that may be necessary in connection with any particular transaction.

Our real estate attorneys have also developed extensive experience in representing clients whose real estate interests extend throughout Florida and in other states throughout the country. We handle and coordinate the due diligence and legal counsel needs on commercial real estate transactions throughout the country for these clients based in the Central Florida area, such as a nationally known retail development REIT and its affiliated companies or national lenders. Finally, many of our real estate attorneys spend a great deal of their time working as local Florida counsel on specific commercial real estate transactions of all types and sizes for clients that are based outside of the Central Florida area, often working with the client making its first commercial real estate acquisition within Florida. These attorneys have learned how to effectively and productively work with either in house counsel and/or outside historical counsel of such companies to achieve a successful and cost efficient closing of its commercial real estate transaction.

Throughout our history, the firm has concentrated a significant portion of its real estate practice on the representation of real estate developers in all aspects of their business including acquisition/sale, finance (including tax exempt financing), permitting, zoning and land use, leasing (including leasing of multi-tenant buildings as well as “build-to-suit” ground leases), management and tax planning. On larger scale or multi-phase developments, we provide legal counsel and advice to our clients as to subdivision of the project and planning for the future financing and sale of individual parcels, financing of infrastructure, allocation of development rights and entitlements among parcels, addressing issues as to maintenance of common areas and common facilities (including sharing of such maintenance costs among property owners) and implementation of methods to assure high quality standards are maintained throughout the development.

Attorneys in the firm have broad experience in the area of commercial real estate finance. Years of working in the traditional real estate lending field have resulted in our lawyers being able to thoroughly address underwriting questions, draft loan commitments, prepare loan documentation, perform due diligence reviews and close loans for banks, thrifts, life insurance companies, other financial institutions and REITs. Attorneys in the firm have experience with respect to real estate acquisition loans, commercial or residential lot development loans, shopping centers, office buildings, hotels, restaurants and other single-user retail loans, “synthetic lease” transactions, single family home construction loans, as well as permanent loan commitments and tri-party agreements. Our attorneys also have significant experience in connection with “conduit” loans and their specialized issues and requirements. The firm has kept pace with the shift in the real estate market away from traditional lending and toward equity investments as the source of financing. Attorneys in the firm advise owners/developers as well as investors (whether individuals, entities or institutions) in connection with structuring, documentation and implementation of equity participation in real estate projects. The firm’s lawyers routinely work on traditional forms of equity investment such as partnerships and joint ventures, newer equity investment vehicles such as limited liability companies, and have experience in other less traditional methods such as sale/leasebacks.

The firm attorneys have a long history of representing international clients who own/develop/manage commercial real estate in Central Florida. We provide our general real estate transaction-related services to them, but are also able to counsel them with respect to their special needs in international taxation, governmental reporting/disclosures and choice of entity.

Lowndes, Drosdick, Doster, Kantor & Reed is an authorized agent for all of the major national title insurance underwriters. We routinely act as issuing agent with respect to any title insurance policies required by our clients in their real estate transactions, whether in connection with a purchase or sale of property, or as may be required in connection with financing. Experience has shown that our clients consistently benefit from the firm acting as issuing title agent on a transaction. Not only does the client receive quality and efficiency in the delivery of the necessary title insurance, but also the assurance that our firm will handle all details of the closing, including recording of documents and disbursement of funds.
Our firm’s real estate finance practice touches all aspects of real estate secured financing transactions, including acquisition, development, construction and permanent financing, and CMBS, agency and recourse and non-recourse for both lenders and borrowers throughout the United States. We are intimately familiar with financing a variety of real estate asset types and classes, both vacant and improved and fee simple and leasehold. Financed real estate properties have included multifamily projects, residential subdivisions, office parks and towers, medical office building (MOB), seniors housing, industrial parks and buildings, hotels, marinas, ski and other resorts and golf courses, and shopping centers and regional malls. Borrower clients have included real estate investors, developers and builders, while lender clients have included private parties, banking and thrift institutions, insurance companies, pension funds and REITs, many of which are out-of-state lenders.

Our real estate finance practice encompasses negotiation of loan commitments, conduct of due diligence investigations, review of title and survey, preparation and negotiation of loan documents, intercreditor agreements and legal opinions, review of environmental matters, issuance of title insurance, conducting of loan closings, and provision of escrow services. As a Florida agent for every major title insurance underwriter in the United States, the firm also conducts insured closings in financing transactions where it is issuing lender’s title insurance. We are also familiar with closing tax free exchanges (both forward and reverse) under Section 1031 of the U.S. Internal Revenue Code, and handling revenue bond financing transactions (including financing through the issuance of revenue bonds by Community Development Districts).
The firm has engaged in a substantial land use and real-estate related litigation practice since its inception. Experience among members of the firm ranges from simple appeals of local government decisions to complex litigation to obtain or defend land use approvals and protect private property rights at the local, regional and state levels.

Litigation in these areas arises within a variety of contexts related to the acquisition and development of real estate, such as disputes arising from a contract to sell or purchase property, disputes related to closing on the sale or purchase of real property, disputes arising from the extent of ownership of property (such as title, boundaries and rights conferred by ownership), disputes with governmental agencies charged with overseeing development approvals and permits required for development of property, defense against opposition to such approvals made by third parties such as neighboring property owners and environmental groups, and defense of enforcement actions filed by regulatory agencies that oversee use and development of real estate within Florida.

The depth of our experience and creativity in solving such problems, our relationship and credibility with staff attorneys at all levels of government, and our focus on achieving the most cost-effective and expeditious resolution of litigation possible make the attorneys at Lowndes, Drosdick, Doster, Kantor & Reed some of the most sought after in disputes related to the acquisition, use and development of real estate. Our areas of focus include:

  • Appeal of local government decisions related to rezonings, site plan approval, building permits, and other land use approvals
  • Writs of Mandamus to order local governments to issue land use approvals or permits
  • Comprehensive plan challenges before the Department of Community Affairs and Division of Administrative Hearings
  • Challenges to Developments of Regional Impact before the Division of Administrative Hearings
  • Challenges to Mitigation Bank permits involving Regional Water Management Districts and the Division of Administrative Hearings
  • Challenges to Water Management District permits
  • Challenges to Department of Environmental Protection permits
  • Challenges to Army Corps of Engineers permits
  • Regulatory takings
  • Claims for compensation under the Bert J. Harris, Jr. Private Property Rights Protection Act
  • Proceedings before State of Florida administrative agencies under Florida’s Administrative Procedures Act
  • Federal and state court enforcement challenges
  • Environmental compliance challenges
  • Hazardous waste contamination challenges
  • Contractual disputes related to acquisition of real property
  • Title disputes
  • Boundary disputes
  • Riparian rights disputes
  • Ad valorem tax challenges
  • Condemnation actions

The Restaurant Services group was formed to answer the special questions and needs of business interests who find themselves in need of timely and relevant food service industry information on future trends and opportunities. Developing a successful restaurant venture — whether it is a single unique restaurant or partnering with a chain of retail mixed-use purveyors — requires a sophisticated analysis of profits and pitfalls.

The RSG provides legal advice on a national, statewide and local level in all areas of real estate to restaurant franchisees and franchisors, including acquisitions, sales, financing, leasing, environmental issues, licensing, workouts and development. The RSG attorneys have extensive experience in every phase of restaurant development, from assisting with the site selection and DRI approvals to structuring the most advantageous business entity for tax purposes.

In addition, the team includes experienced labor and employment law attorneys who are well versed in the review, preparation and administration of personnel policy manuals, drug and alcohol testing programs, arbitration agreements and collective bargaining agreements. Legal issues associated with polygraphs, information disclosure, employee screening and wage/hour investigations are also areas of RSG concentration. A major focus of the RSG is the documentation and procedure review necessary to finance acquisition, construction and operation of restaurant, hotel and resort developments. Everything from conventional financing techniques to creative approaches which may include syndicated partnerships and REITs, is brought into the analysis and consideration by the RSG team. We have extensive experience in workout arrangements for multi-million dollar transactions involving multiple franchisors, lenders and others, providing increased cash flow and preventing closures. We have assisted in the formation of new restaurant concepts to protect the investor from liability, to create a structure that motivates management through an equity interest, and to provide preferred payouts to “angel” investors. We also help in lease negotiations, trademark registration, construction concepts and provide other legal assistance to help launch concepts.

For more information, please contact Jackie Bozzuto.

The firm represents a broad range of entertainment and sports clients. These specialized interests benefit from the extensive business experience of our various practice groups.

The representation of our sports clients includes a broad range of commercial transactions and legal issues.

We have been involved in the preparation of executive employment agreements, negotiation of player and coaching contracts, arbitration of disputed contract issues, negotiation and preparation of sports arena use agreements, negotiation of network and Cobb Television agreements, luxury box lease and license agreements, college football bowl agreements with athletic conferences, representation in general labor matters, trademark licensing and related matters, negotiation and preparation of sponsorship and advertising agreements, advice regarding federal, state, and local taxes, preparation of contracts related to ticketing operations and negotiation, preparation of television and radio broadcast agreements and endorsement and autograph agreements. Our team of experienced litigators also has handled numerous litigation matters involving sports teams, entertainers, facilities, sponsors and broadcasts, each involving a wide range of sports law issues.

We also have significant experience in the representation of athletes and entertainers for their personal and family legal needs, including financial planning, asset protection, personal injury, commercial and business endeavors, real estate transactions, estate planning, family and marital law, and charitable foundation relationships.

Some of the areas in which we provide counsel include:

Contract Negotiation
  • Player contracts from negotiation through agreement completion
  • Appearance and endorsement contract negotiation including corporate appearances, memorabilia and television broadcasts

Arbitration/Mediation
  • Grievance settlement dealing with injuries and other issues
  • Club and commissioner discipline management
  • Worker Compensation claims
  • Collection management of disability/career-ending insurance proceeds

Tax Planning

  • Federal, international and state tax
  • Profit sharing and other financial guidance to minimize tax liability
  • Charitable foundation/relationship development

Other Legal Services

  • Broad team of experienced litigators and business lawyers
  • Counsel and management of business endeavors, real estate transactions and other major purchases
  • Estate planning, wills and trusts
  • Family and marital law
  • Personal injury/Wrongful death

Referral Services

  • Athletic Management
  • Financial Planning
  • Post-Career Counseling




The laws surrounding supply chain management are well-established but increased competition, particularly from international manufacturers and suppliers, and cost-effective third-party outsourcing have impacted the nature of these relationships in recent years.  Add to the mix the growing customer demands for supplier responsibility – and liability, and you have proverbial climate change in the world of supply chain management.

We have been supply chain management counsel for a variety of industries over the years, including technology, aviation, electronics manufacturing, satellite and telecommunications, food and beverage, and hospitality. We have worked alongside our clients through the changing nature of their strategic alliances, intellectual property issues, global logistics and contract management needs. Some issues cut across industries, some are industry-specific. While our years of experience with the many phases of the supply chain lifecycle helps us to understand the different pressure points for different industries; we recognize that above all else, building and protecting strategic relationships are what’s most important.

Our attorneys can help you develop successful supply chain relationships, assist in risk mitigation and disaster recovery plans related to supply chain relationships, and structure contractual relationships with process safeguards to reduce the risk of disputes with arrangements including:

  • Procurement and supply chain contracts, domestic and international, including development, prototype and production manufacturing, buffer inventory agreements, distribution and reseller arrangements.
  • Sophisticated supply arrangements, including exclusive requirements contracts (sole source) and output contracts (sole user) including buy-back, quantity-flexible and various minimum/ maximum terms, and where either or both parties are restricted from similar business with third parties.
  • Warranty and extended warranty agreements.
  • Repair center agreements with service level commitments.
  • Raw materials, component, tooling and equipment acquisition, bailments and consignment, and disposition.
  • Intellectual property development and licensing agreements.
  • Trade secret, confidentiality, and restrictive covenant agreements with developers and suppliers.
  • Logistics arrangements including warehousing, distribution and delivery arrangements.
Think about the many phases of your supply chain life cycle – supply chain planning, development of supply relationship system, templates and standard terms and conditions, negotiation with suppliers, relationship closing and post-execution relationship management issues… where should risk mitigation be implemented to ensure that your supply chain can withstand disruptions?
Our firm's Construction Law practice group can provide legal services in the areas of fidelity, surety and construction law.

Included in this practice area are financial institution bonds, Miller Act bonds, state public and private statutory bonds and subcontract bonds. Our attorneys are able to resolve contractor default situations, including the investigation and arranging of the completion of defaulted contractor scopes of work, negotiations with obligees, negotiations with principals, preparation of takeover contracts, preparation of re-let contracts, preparation of subordination agreements, control account agreements, assignments, powers and negotiations with banks and secured creditors to establish surety priorities and the administration of all claims brought pursuant to payment bonds.
An interesting by-product of Florida’s growth is that it has become, in many ways, a bellwether state for a variety of tax and business issues – perhaps most notably wealth preservation and the emerging practice of elder law. But tax issues cross a myriad of disciplines and industries, as does our tax practice – whether state, federal or international in scope.

Many of our tax attorneys have post-graduate degrees in taxation and accounting, along with a wealth of experience in sophisticated tax matters such as entity taxation, income taxation, intangibles tax, estate tax and both the short and long-term tax impact of alternative solutions.

Our tax attorneys work closely with other attorneys in the firm, taking a lead role in the tax planning for and structuring of joint ventures, partnerships, mergers, acquisitions, reorganizations, divestitures, like-kind exchanges and real estate transactions, and other business ventures. Working with the firm’s corporate and securities law attorneys, our tax lawyers advise clients and issue tax opinions in connection with securitizations, securities offerings and other capital expansion programs. For closely held businesses, the tax attorneys often serve as both tax counsel and general business advisors. The tax attorneys also represent clients before the Internal Revenue Service in connection with federal income tax disputes.

Florida Tax
We have extensive knowledge of Florida’s corporate income tax, sales tax, documentary stamp tax, recurring intangible tax, non-recurring intangible tax, and ad valorem property tax.

Our tax attorneys have experience consulting with and representing clients before the Florida Department of Revenue, in both adversarial and non-adversarial settings. And, we have experience in monitoring – and occasionally influencing – the legislative and rule-making process on Florida tax issues.

Federal Tax
Our tax attorneys also work closely with the firm’s corporate law and securities attorneys in advising clients and issuing tax opinions in connection with securitizations, securities offerings and other capital expansion programs. For closely held businesses, our tax attorneys oftentimes serve as both tax counsel and general business advisors and work closely with the firm’s corporate and other business lawyers to meet the specific needs of our clients. Our tax attorneys also represent clients before the Internal Revenue Service in connection with federal income tax disputes.

International Tax
Our tax attorneys represent clients in both inbound and outbound activities. We advise:

    We work in tandem with our estate planning attorneys, as well as our clients’ foreign tax advisors, to minimize U.S. and worldwide taxation of our clients’ income and assets.  Moreover, we have experience analyzing U.S. income and estate tax treaties with other countries and in establishing tax efficient structures. Additionally, through our membership in Meritas, a network of over 170 law firms – all rigorously qualified, independent and collaborative, we have access to a global alliance of 7,124 experienced lawyers in 175 full-service law firms serving 236 markets around the world.

      Our tax attorneys work closely with the firm’s real estate, corporate, securities, bond, public finance, securitization, healthcare and other business lawyers to provide tax advice, issue tax opinions and offer creative tax planning to the firm’s clients. Our tax attorneys take a lead role in the tax planning for and structuring of joint ventures, partnerships, mergers, acquisitions, reorganizations, divestitures, like-kind exchanges and real estate transactions, and in selecting the appropriate type of entity to utilize for a given business venture.

      • U.S. ventures engaged in investments, construction projects and other operations in foreign jurisdictions;
      • U.S. tax exempt organizations with operations in foreign jurisdictions;
      • U.S. entities moving operations outside of the United States;
      • U.S. citizens living in the U.S. or abroad with U.S. tax reporting obligations, including matters relating to the U.S. Internal Revenue Service’s FBAR (Report of Foreign Banks and Financial Accounts) regulations and the application of FATCA (Foreign Account Tax Compliance Act );
      • foreign-based individuals and entities on federal and Florida tax laws applicable to owning property and doing business in the U.S.;
      • foreign persons investing in or moving to the U.S. on business and estate planning matters.

      We work in tandem with our estate planning attorneys, as well as our clients’ foreign tax advisors, to minimize U.S. and worldwide taxation of our clients’ income and assets.  Moreover, we have experience analyzing U.S. income and estate tax treaties with other countries and in establishing tax efficient structures. Additionally, through our membership in Meritas, a network of over 170 law firms – all rigorously qualified, independent and collaborative, we have access to a global alliance of 7,124 experienced lawyers in 175 full-service law firms serving 236 markets around the world.


      Check out our tax blog which helps advise individuals on a variety of tax and business issues! 

      Our telecommunications industry experience crosses multiple business and legal issues, from the traditional corporate, employment and tax advice, to negotiating industry-specific service agreements, equipment and other commercial contracts, to navigating land use and real estate challenges, to protecting and enforcing trademarks and patent technology. We also advise clients on strategies for avoiding litigation, but arbitrate and litigate when necessary.

      We advise clients on:

      …and more.

      Clients include carriers and service providers – cable, internet, telephone, television, and affiliated providers; tower site owners, builders and managers; equipment suppliers; lenders and investors; and telecom customers such as hotels, residential communities and condominiums, student housing, and commercial office complexes.

      Recent highlights:

      • Reviewed and negotiated tower leases and service agreements for a cable and internet provider to apartment complexes, hotels and other residential buildings.
      • Represented a telecom company in a trademark dispute.
      • Drafted and negotiated a $40-million+ design-build agreement for the construction of a telecommunications giant’s new office building.
      • Negotiated a settlement in regards to business sale agreements for a cabling company.
      • Litigated several tower license and contract disputes for a wireless internet, telephone and television provider to student housing, residential condominiums and commercial office towers.
      Successful development and management of a timeshare project requires total dedication to innovation, efficiency and quality service from both the standpoint of the developer and their legal counsel.

      The attorneys serving the timeshare industry have extensive experience in all aspects of timeshare development and provides legal services to its clients in the following areas:

      Property Acquisition & Development
      Our experience in all areas of real estate acquisition, land use and development, including zoning, developments of regional impact, concurrency and consistency issues under Florida’s Comprehensive Planning laws and all aspects of environmental law is broad and deep. We have developed a wide network of contacts within the governmental and regulatory agencies at federal, state and local levels to assist in obtaining information and processing land use approvals and resolving environmental problems.

      Condominium Filing & Regulatory Agencies
      The development and sale of timeshares is heavily regulated. We have knowledge of the requirements of the law and the informal policies of the Florida Division of Land Sales and can skillfully prepare and obtain approval of timeshare projects and advise our clients on the variety of regulatory issues that arise in developing timeshare projects.

      Marketing & Sales
      We have drafted and negotiated all manner of agreements with respect to the marketing and sale of timeshare interests, including agreements between developers and third-party marketing and sales firms, sales and commission agreements, tour provider agreements, remote sales facility agreements and various promotion, travel and incentive agreements.

      Management & Shared Facilities Agreements
      We have experience with all aspects of timeshare management and operation and the regulations that govern the same. We have drafted and negotiated various forms of facilities use agreements, including those between timeshare resorts and hotel resorts.

      Escrow Agent Services
      The receipt, investment and disbursement of escrow deposits on timeshare sales must be done in strict conformity with the applicable provisions of the law. We are well acquainted with the requirements for establishing and maintaining purchaser deposit and tax escrow accounts for timeshare condominium projects. We use specially designed accounting software to track and disburse the numerous purchaser deposits which are received on a timeshare project. We have established policies and procedures designed to quickly account for the status of an individual deposit and to verify collection and facilitate disbursement.

      Timeshare Closings
      We have detailed policies and procedures for processing timeshare closings for recording and disbursement. The firm has established relationships with title companies in the state to provide quick, cost-efficient title searches throughout Florida and has established internal procedures and timetables which enable the firm to review, process and record closing documents within a consistent time frame.

      Financing
      We are well versed on the documentation and procedures necessary to facilitate mortgage receivables financing, and can negotiate and prepare the documents necessary to facilitate such financing arrangements. We are able to rely on existing procedures and documentation to provide services in connection with mortgage receivable funding transactions in a cost-efficient manner.

      Our firm serves as an agent for the issuance of owner’s and mortgagee title policies for every major title underwriter in the United States. The issuance of policies arises naturally in the course of the firm’s representation of developers, lenders, and homeowners in the acquisition and development of real property and the mortgage lending which arises therefrom. Our attorneys have the ability to deal with the title underwriters on behalf of their clients to resolve exception and endorsement issues. As part of the process, the firm examines abstracts of title and negotiates the terms of title commitments.

      In the area of title insurance claims litigation, the firm was the first in Florida to set up a department specifically for this practice area. We have represented every major national title underwriter on behalf of their insureds in bringing quiet title actions, probate actions, declaratory judgment actions, boundary dispute actions and similar-type suits to resolve defects in title. Our firm has also represented title underwriters in coverage and defalcation matters. As a result of its contacts among the title underwriters, the firm is often able to facilitate an amicable and cooperative resolution of title claims by the firm’s other clients through intervention with the title underwriters.
      A trade secret means the whole or any portion or phase of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used, in the operation of a business and which provides the business an advantage, or an opportunity to obtain an advantage, over those who do not know or use it. “Trade secret” includes any scientific, technical, or commercial information, including any design, process, procedure, list of suppliers, list of customers, business code or improvement thereof.

      Irrespective of novelty, invention, patentability, the state of the prior art, and the level of skill in the business, art, or field to which the subject matter pertains, a trade secret is considered to be:

      1. secret;
      2. of value;
      3. for use or in use by the business; and
      4. of advantage to the business, or providing an opportunity to obtain an advantage, over those who do not know or use it when the owner thereof takes measures to prevent it from becoming available to persons other than those selected by the owner to have access thereto for limited purposes. See § 812.081 Fla. Stat.
      In some instances, trade secrets may be the only type of IP protection available to an entity as the formula, pattern, device, combination of devices, or compilation of information is not subject to patent protection due to a variety of reasons.

      In the alternative, some entities choose to keep the formula, pattern, device, combination of devices, or compilation of information a trade secret, as opposed to seeking patent or copyright protection, as patents and copyrights eventually become public domain whereas trade secrets do not.

      Confidentiality/Proprietary Information Agreements
      Confidentiality/Proprietary Information agreements assist in maintaining a company’s trade secrets and other valuable or proprietary business information, such as methods of doing business, from becoming known and used in the public. Oftentimes an employer will require its employees to sign a confidentiality/proprietary information agreement in an effort to prevent its employees from distributing the information to other entities, such as competing companies, during the course of employment with the employer and thereafter. The utilization of such confidentiality/proprietary information agreements are beneficial during the time span in which the confidential information is not publicly available but will become available in due course, such as when performing preliminary research for a new product that will be launched in the future or unpublished patent applications, and when the confidential information is not intended to be made public (such as a secret formula for a brand of cola).

      Non-Compete Agreements
      Non-compete agreements are an effective way for employers to prevent departing employees from disclosing trade secrets and other valuable or proprietary business information to competitors. By carefully crafting non-compete agreements in compliance with Florida law, employers can prevent departing employees from working for competitors, substantially reducing the risk that valuable business information will be disclosed. But it is critical that these agreements be properly prepared. Non-compete agreements which do not comply with Florida Statute 542.335 will not be enforced by the courts.

      Our attorneys advise clients on how to maintain a trade secret and enforce an owner’s rights, should the trade secret be stolen.
      A lawsuit for trademark infringement is handled in state or federal court. It can be based on federal or state law. The remedy is typically an injunction to stop the infringement. Resolution of the litigation is typically through a license by the infringer. The firm has handled dozens of trademark infringement lawsuits and our firm attorneys are familiar with local courts and practices.
      Trademark search is the first step in registering your trademark. The trademark search process entails searching for any previous registration or use of the logo or mark that the inventor intends to register. It is done to prevent the liability for unauthorized use of an already registered trademark. If a trademark already exists for the logo or mark that the inventor intends to use, the application would be refused. The search covers registered trademarks in respective countries. If it is found that a similar trademark exists in any of those countries, the trademark application would be rejected.
      We assist clients in all aspects of the trademark process, including, but not limited to:

      • Perform trademark clearance searches
      • File trademark applications on a State, federal and worldwide level
      • Prosecute trademark applications on a State, federal and worldwide level
      • Maintain registered trademarks for required renewal fees
      • Perform trademark audits for clients
      • Assist in protecting trademarks through contracts and licensing
      • Represent clients in Trademark Trial and Appeal Board (TTAB) proceedings
      • Trademark litigation
      • Counseling and negotiation as relates to trademark disputes
      • Domain name registration
      • Represent clients in dispute resolution proceedings for Internet domain names
      • Represent clients in proceedings before the World Intellectual Property Organization (“WIPO”)

      What is a Trademark?
      A trademark is a word, phrase, symbol, design, a combination of words, phrases, symbols or designs, and sometimes sound, that identifies and distinguishes the source of the goods of one party from those of others. A service mark, on the other hand, identifies and distinguishes the source of a service as opposed to a good. The term trademark and service mark are used interchangeably in the marketplace.

      Why Can Obtaining Trademarks Be Valuable?

      It is currently estimated that eighty percent of corporate assets in the U.S. are intangible assets, which includes intellectual property such as trademarks/service marks.

      • Trademarks/service marks build customer loyalty.
      • Trademarks/service marks can prevent competitors from using a confusingly similar mark in conjunction with a good or service.
      • Registration of a mark provides constructive notice to the public of your claim of ownership of the mark
      • A trademark/service mark portfolio can increase the value of a company, making the company more attractive to potential purchasers and stock holders.
      • Individuals can benefit from holding trademarks/service marks by selling or licensing their trademark/service mark rights to other entities for a negotiated compensation, such as royalties.
      Trademark Disputes
      There are two distinct types of trademark disputes: those filed before the TTAB in the United States Patent and Trademark Office and those filed in a court of law. The TTAB proceedings are similar to civil litigation, including initial, expert and pretrial disclosures. Of the TTAB proceedings, there are two types: an “opposition filing”, which is filed during the prosecution of an application, and a “cancellation proceeding”, which is filed against a registered trademark. Trademark litigation commonly refers to the disputes, or cases, filed in a court of law. Such infringement cases may be based upon common, State or Federal law rights.

      Our attorneys help clients develop and protect their IP assets and are able to prosecute and obtain protected trademarks in the United States and around the world.
      We provide effective and creative personal, financial, charitable, and tax planning to individual clients and closely-held family businesses. We provide clients with a broad range of planning services, with the goal of the preservation of wealth and the minimization of wealth transfer and income taxation. This planning process typically involves an analysis of the income tax, gift tax, and estate tax consequences of transfers. We have decades of experience designing effective plans and drafting the appropriate corresponding estate planning documents. We know that each client’s situation is unique, and that tax decisions must be consistent with the client’s long-term goals. Taking into account estate and income tax issues, as well as family issues and financial factors, our goal is to create comprehensive estate plans to address all of these issues, while tailoring each plan to the needs of the individual client. Our range of services includes traditional wills and trusts for taxable and non-taxable estates to more complex planning, including the formation and implementation of business succession plans, family entities, charitable trusts, irrevocable insurance trusts and private foundations. We are also experienced in various post-mortem tax planning techniques.
      We advise our clients in all aspects of estate planning from the most basic to the most complex estate plans, including revocable trusts and wills, durable powers of attorney, health care powers of attorney and living wills, life insurance trusts, charitable trusts, planning for qualified plan and IRA assets, and minors’ trusts. We first help our clients identify their overall goals and then we find a tax-efficient way to achieve those goals. Once those goals have been established, we prepare the estate planning documents necessary to achieve those goals. We have firsthand experience with estate and gift tax laws which enables us to draft effective legal documents. The implementation of our estate planning services is designed to provide our clients with a high level of certainty about their future. We believe that the coordination between advisors provides the most effective solutions for addressing the client’s goals. We are always willing to meet with investment planners, accountants and other advisors on behalf of our clients to ensure all aspects of the client’s life are included in their estate plan.
      Attorneys in the Zoning practice are continuously handling matters involving permitting for a diverse number of projects and activities, such as developments in wetlands, utility plants, landfills, resource recovery facilities and biomedical waste facilities, and the enforcement of environmental regulations by local, state and federal governmental agencies. In addition, we have a litigation team with extensive experience in administrative and civil litigation in state and federal tribunals, at both the trial and the appellate levels, on behalf of clients facing potential liability for environmental and zoning issues.

      Projects of all sizes, and in particular complex projects and redevelopments, require negotiation and documentation of the local approvals and development agreements. Clients benefit from our years of experience working with local governments, their elected officials and staff. Our knowledge of the history of Florida’s development and growth, local politics and governmental priorities allows our attorneys to assist clients in developing strategies for project approval.

      We are experienced in the following areas:

      • Developments of Regional Impact (DRI)
      • Comprehensive Plan Amendments
      • Public Facilities Concurrency Management
      • Annexation
      • Development Agreements
      • Impact Fees, Impact Fee Credits, and Alternative Impact Fees
      • Vested rights
      • Tax Increment Financing (TIF), Community Development Districts (CDD) and other public financing
      • Platting and subdivisions
      • Zoning matters (Rezoning, Variances, Special Exceptions, Conditional Uses, Planned Developments)
      We have experience in representing clients before governmental boards such as:

      • City Councils and City Commissions
      • Boards of County Commissions
      • Planning and Zoning Commission
      • Boards of Zoning Adjustment
      • Code Enforcement Boards
      • Historic Preservation Boards
      • Construction Boards of Adjustments
      • Development Review Committees
      • Technical Review Committees
      Our approach to development, land use and zoning approvals is collaborative. We often work with other development consultants such as planners, engineers, environmental consultants, transportation consultants, architects and economic consultants. Our representation often commences with a concept proposed for vacant land and continues through the issuance of building permits and certificates of occupancy. The attorneys who practice in this area are familiar with all aspects of approvals and permitting of a project, including environmental permitting (local, state and federal), governmental lobbying, historic preservation requirements, tax and other incentive programs, administrative proceedings and land use litigation.
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