Reverse Merger Attorney • Aventura, Florida

Reverse Merger Attorney in Aventura

By · Managing Partner
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Aventura sits at the center of South Florida's international business corridor, where companies pursuing reverse mergers often have cross-border elements involving Latin American operations, Caribbean holding structures, or international investor bases. Acquisition Stars handles the M&A side of reverse merger engagements, from shell company due diligence through the merger agreement, and works with securities counsel on the SEC filings and post-closing reporting.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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What We Do

Acquisition Stars handles reverse merger work for buyers and sellers in Aventura and across the country. Here is what that looks like:

  • M&A structuring and negotiation of reverse merger transactions and shell acquisitions
  • Clean shell due diligence and verification
  • Corporate clean-up and redomestication
  • Coordination with securities counsel on Form 211 applications and quotation on OTC Markets
  • Coordination with securities counsel on reverse merger financing and PIPE offerings
  • Coordination with securities counsel on S-1 or Form 10 registration statements
  • Coordination with securities counsel on change of control filings and reporting
  • Coordination with securities counsel on OTCQB uplisting post-reverse merger

Who We Serve

We work best with people who know what they want and are ready to move:

  • Private companies seeking faster public market access
  • International companies entering U.S. public markets
  • Companies unable to complete traditional IPOs
  • Companies seeking lower-cost public listing alternatives
  • Operating companies acquiring clean shell companies
  • Companies pursuing Form 211 transactions

See If Your Transaction Is a Fit

Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.

Request Engagement Assessment Call (248) 266-2790

What Happens After You Submit

We don't take every matter. Here is what happens when you reach out.

1

Personal Review (Within 24 Hours)

Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.

2

Fit Assessment

We evaluate whether your deal aligns with our practice. Not every matter is a fit, and we will tell you directly if it is not.

3

Initial Conversation

If there is alignment, we schedule a call to discuss your transaction, timeline, and objectives.

4

Clear Engagement Terms

Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure.

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Donald Hateley serves as Of Counsel to Acquisition Stars on securities law matters.

M&A counsel. Nationwide. LOI through closing.

Request Engagement Assessment

Alex reviews each inquiry. If there is alignment, you will hear back within one business day.

Please do not include confidential information in this form. Submitting this form does not by itself create an attorney-client relationship. Privacy Policy

Frequently Asked Questions

Common questions from clients

What is a reverse merger and why do international companies in South Florida pursue them?
A reverse merger is a transaction where a private operating company acquires a publicly traded shell company, resulting in the operating company becoming publicly traded without undergoing a traditional IPO. International companies in the South Florida corridor pursue reverse mergers for several reasons: faster access to U.S. public markets (months instead of the 6-12 months for an IPO), lower upfront costs (no underwriter fees), and the ability to become a reporting company with U.S.-listed shares that can be used as acquisition currency or collateral.
What SEC requirements apply after a reverse merger closes?
Going forward, the company must file periodic reports (10-K, 10-Q, 8-K for domestic companies or 20-F and 6-K for foreign private issuers), comply with insider reporting requirements, and meet the exchange's listing standards if it seeks to uplist from OTC markets to NYSE or Nasdaq.
How do I evaluate whether a shell company is clean for a reverse merger?
Shell company due diligence is the most critical step in a reverse merger. A clean shell should have: no undisclosed liabilities or pending litigation, current SEC filings with no outstanding comment letters, no toxic financing arrangements (convertible notes with ratchet provisions or equity lines that create dilution), a manageable number of outstanding shares, and a transfer agent with a verified shareholder list. The shell's state of incorporation matters for corporate governance purposes. We also verify that the shell's officers and directors have no regulatory history that could create compliance issues for the combined company.
What can I expect during an initial consultation?
During a confidential initial consultation, we discuss your transaction, review your current situation, assess challenges specific to Florida, and outline a path forward. We explain our process, answer your questions, and determine whether we are the right fit.
Do you work with companies outside of Aventura?
Yes. Acquisition Stars represents clients nationwide and coordinates with local counsel where state-specific requirements apply.

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M&A Market: Aventura & the Miami Metro

Miami has emerged as a major M&A hub driven by the influx of financial services firms, tech companies, and hedge funds relocating from the Northeast. The city's position as a gateway to Latin America creates unique cross-border deal flow in import/export, hospitality, and real estate services. South Florida's rapid population growth is fueling acquisitions in healthcare, insurance, and home services.

Top M&A Sectors Near Aventura

  • Financial Services
  • Hospitality & Tourism
  • Healthcare
  • Real Estate Services
  • International Trade

Deal Environment

Miami's booming economy has attracted significant PE capital, creating competitive dynamics for quality targets in healthcare and technology. Cross-border transactions require counsel experienced in both US deal structures and Latin American business customs.

Why Acquire in the Miami Area

Florida's explosive population growth (adding 1,000+ residents per day) creates organic revenue growth for acquired businesses, making South Florida targets particularly attractive to growth-oriented acquirers.

Florida Legal Considerations

Under Florida Statute Section 542.335, enforcement of contracts that restrict or prohibit competition is not prohibited, so long as the contracts are reasonable in time, area, and line of business. (Fla. Stat. 542.335)

Aventura M&A Market Insight

South Florida, and Aventura in particular, has become a hub for international companies seeking access to U.S. public markets through reverse mergers. The area's concentration of Latin American business interests, international banking relationships, and cross-border professional services firms creates a natural corridor for companies from Brazil, Colombia, Mexico, and the Caribbean that want U.S. public company status without the cost and timeline of a traditional IPO. Florida's business-friendly corporate law, combined with the availability of clean shell companies and experienced transfer agents, supports the transaction infrastructure.

Common Deal Scenarios

1

Latin American Company Reverse Merger into U.S. Shell

A company with operations in Latin America acquires a U.S. shell company to gain access to U.S. public markets and investor capital. For foreign private issuers, additional analysis determines whether the company qualifies for FPI status and the associated reporting accommodations.

2

Cross-Border Reverse Merger with International Investor Base

When the operating company's investor base spans multiple jurisdictions, the reverse merger must account for securities law compliance in each jurisdiction where investors hold shares.

3

Reverse Merger with Concurrent Private Placement (PIPE)

Many reverse mergers in the South Florida market are accompanied by a private placement that provides working capital to the combined public company.

Why Aventura for M&A

Aventura and the broader South Florida corridor serve as the gateway for Latin American and Caribbean companies seeking access to U.S. public markets. The concentration of international business services, cross-border banking relationships, and Spanish-language professional networks makes this a natural market for reverse merger transactions with international elements. Post-2011 regulatory reforms have made reverse mergers more demanding from a compliance perspective, which increases the value of experienced counsel who can navigate the process efficiently.

Local Market Context

Aventura M&A Market

Miami-Fort Lauderdale-Pompano Beach, FL MSA · MSA population 6.7M

MSA Population (2024)

6.7M

U.S. Census Bureau

Top Industry Concentration

  1. 1international finance and banking
  2. 2real estate and construction
  3. 3trade and logistics

Miami has emerged as a significant M&A hub due to its position as the gateway for Latin American capital and a growing technology and finance migration destination. Cross-border M&A involving Latin American buyers and US targets, or US buyers acquiring Latin American businesses, is a distinguishing characteristic of Miami deal activity. The metro has also attracted hedge funds and private equity firms relocating from New York, adding deal-making capacity.

Major Aventura Employers and Deal Anchors

  • Carnival Corporation
  • World Fuel Services
  • Lennar
  • Baptist Health South Florida
  • Citadel (relocated HQ)
  • Hemisphere Media Group

Transit and Logistics

Miami International Airport is the top US airport for international freight by value. Port of Miami and Port Everglades are major container and cruise ports. The metro is the principal US-Latin America trade gateway.

Recent Aventura Deal Signal (2024-2025)

Private equity firms that relocated to Miami from New York completed notable portfolio company acquisitions in 2024, while cross-border M&A involving Latin American targets continued at an elevated pace driven by favorable USD exchange rates and regional growth.

Source (accessed 2026-04-27)

Florida Legal Considerations for Reverse Merger Law

Non-Compete Laws

Under Florida Statute Section 542.335(1)(a), a court shall not enforce a restrictive covenant unless it is set forth in a writing signed by the person against whom enforcement is sought. (Fla. Stat. 542.335)

Key Florida Considerations

  • In deciding whether to enforce a non-compete, a Florida court may not consider any individualized economic or other hardship that enforcement might cause the restricted party. (Fla. Stat. 542.335)
  • Under Article VII, Section 5(a) of the Florida Constitution, the state may not tax the income of natural persons who are residents or citizens of Florida beyond the amounts that may be credited against or deducted from a similar tax levied by the United States or any state. (Constitution of the State of Florida, Article VII, Section 5)
  • Florida's constitution exempts a homestead owned by a natural person from forced sale, except for the payment of taxes and assessments on it, obligations contracted for its purchase, improvement or repair, and obligations contracted for house, field or other labor performed on the realty, up to 160 acres of contiguous land outside a municipality or, within a municipality, one-half acre of contiguous land, upon which the exemption is limited to the residence of the owner or the owner's family. (Constitution of the State of Florida, Article X, Section 4)

Florida Federal Courts

Federal districts: N.D. Fla., M.D. Fla., S.D. Fla.

Florida M&A Market Context

Florida is a major lower-middle-market M&A state, with Miami as an international deal-flow hub and Tampa-Orlando as domestic healthcare and distribution transaction centers.

Guides and Resources

In-depth guides to help you prepare for your transaction

Blue Sky Laws: State Securities Guide [2026]

State-by-state securities registration requirements and exemptions.

Read guide

Rule 701 Exemption Guide

How private companies can issue equity compensation under Rule 701.

Read guide

Regulation D Blue Sky Filing Guide

Filing requirements for Regulation D offerings at the state level.

Read guide

Reverse Mergers Explained

How reverse mergers work and when they make sense as a path to going public.

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SEC Rule 144: Stock Sale Requirements

Requirements for selling restricted and control securities.

Read guide

Other Service Areas Near Aventura

Acquisition Stars represents clients across Florida and nationwide.

reverse merger attorney in Los Angelesserving New YorkArlington reverse merger attorneyAustin reverse merger attorneyreverse merger attorney in Indianapolisserving Kirkwood

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Related Services in Aventura

Statewide and Nearby Markets

Helpful Resources

Attorney perspective on reverse merger attorney matters in Aventura

Alex Lubyansky, Managing Partner at Acquisition Stars
"You're agreeing to be judged on a scorecard that someone else gets to rewrite."
Alex Lubyansky, Managing Partner On structuring (principle)

M&A counsel Buy-side and sell-side representation Admitted in Michigan, practicing nationwide

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Ready to Talk About Your Deal?

Donald Hateley serves as Of Counsel to Acquisition Stars on securities law matters. Tell us about your transaction and we will let you know if there is a fit.

Request Engagement Assessment Call (248) 266-2790

LOI through closing. Nationwide. M&A counsel.