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. Reverse merger transactions in this market require SEC compliance expertise combined with an understanding of how foreign private issuers, multi-jurisdictional corporate structures, and international capital flows interact with U.S. securities law. Our managing partner handles the M&A side of reverse merger engagements directly, from shell company due diligence through the merger agreement, and works with securities counsel on the SEC filings and post-closing reporting.
Share the basics. Alex reviews each inquiry.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
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.
Request Engagement AssessmentAlex Lubyansky handles reverse merger law work for buyers and sellers in Aventura and across the country. Here is what that looks like:
We work best with people who know what they want and are ready to move:
Share the relevant deal details once. Alex reviews each inquiry and responds within one business day when there is alignment.
We don't take every matter. Here is what happens when you reach out.
Alex reviews your transaction details. Your submission is not screened by an intake coordinator before it reaches him.
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.
If there is alignment, Alex schedules a direct call to discuss your transaction, timeline, and objectives.
Before any work begins, you receive a written engagement letter with defined scope, timeline, and fee structure. No surprises.
Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement.
M&A counsel since 2013. Nationwide. LOI through closing.
Alex reviews each inquiry. If there is alignment, you will hear back within one business day.
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790
Common questions from Aventura clients
Submit your transaction details for a preliminary assessment by our managing partner
Submit Transaction DetailsSubmit the core transaction details and Alex will evaluate whether the matter is a fit for direct engagement.
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.
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.
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 enforces non-compete agreements more broadly than most states, with courts applying a 'reasonableness' standard that generally favors enforcement - this gives buyers stronger tools to protect acquired business value through employee retention.
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. Reverse mergers in this market frequently involve foreign private issuers, which triggers a different SEC reporting framework (Form 20-F instead of 10-K, different corporate governance requirements). Florida's business-friendly corporate law, combined with the availability of clean shell companies and experienced transfer agents, supports the transaction infrastructure. However, the post-2011 regulatory environment (SEC scrutiny of reverse merger companies, PCAOB audit requirements, exchange listing standards) means these transactions require careful structuring to avoid regulatory obstacles.
A company with operations in Latin America acquires a U.S. shell company to gain access to U.S. public markets and investor capital. The legal work involves due diligence on the shell company (verifying it is clean of liabilities, undisclosed obligations, and SEC compliance issues), structuring the share exchange agreement, preparing the Super 8-K filing that effectively serves as the operating company's registration statement, and coordinating with PCAOB-registered auditors for the required financial statements. For foreign private issuers, additional analysis determines whether the company qualifies for FPI status and the associated reporting accommodations.
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. Regulation S exemptions for offshore transactions, Regulation D private placement provisions for U.S. investors, and foreign securities law requirements all factor into the transaction structure. The share exchange mechanics must accommodate different forms of consideration for investors in different jurisdictions, and the post-closing SEC filings must properly disclose the company's international operations and associated risks.
Many reverse mergers in the South Florida market are accompanied by a private placement that provides working capital to the combined public company. The PIPE transaction must comply with Regulation D, and the placement agent's role must be properly documented. For international companies, the PIPE often involves both U.S. and non-U.S. investors, requiring a dual structure that addresses both Regulation D and Regulation S. The registration rights agreement governing when PIPE investors can resell their shares is a key negotiation point that affects the company's post-closing stock liquidity.
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. The legal work requires fluency in both U.S. securities law (SEC registration, ongoing reporting, exchange listing requirements) and the cross-border structuring considerations that arise when the operating company, its investors, or its operations span multiple jurisdictions. 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
Miami-Fort Lauderdale-Pompano Beach, FL MSA · MSA population 6.7M
MSA Population (2024)
6.7M
U.S. Census Bureau
Top Industry Concentration
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.
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 Office of Financial Regulation (OFR) handles securities oversight. Florida has no state income tax, which is a deal-structuring consideration for asset versus stock sale elections.
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.
The Florida Bar (mandatory unified bar). Unified/integrated bar. Membership required to practice law in Florida.
Bar association websiteFederal districts: N.D. Fla., M.D. Fla., S.D. Fla.
Business court: Florida Circuit Court Business Courts (multiple counties) (established 2003) Specialized business court divisions operate in Miami-Dade, Broward, Palm Beach, Hillsborough (Tampa), and Orange (Orlando) counties. Florida Statute sec. 542.335 governs restrictive covenants and is nationally notable for its pro-enforcement stance. Source: Florida Circuit Court Business Courts (multiple counties)
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.
Watchpoints
These are the items we see derail reverse merger law transactions in the Aventura market. Each one is rooted in current statutory law, recent legislative changes, or recurring patterns from the deals Alex has handled.
Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.
"Founders get excited about the check amount and focus on valuation headlines while the fine print gets glossed over."
Florida Office of Financial Regulation (OFR) handles securities oversight. Florida has no state income tax, which is a deal-structuring consideration for asset versus stock sale elections.
Securities regulated by Florida Office of Financial Regulation (flofr.gov). Florida follows a comprehensive securities act; Blue Sky notice filings required for Reg D. Florida is a significant enforcement state for unregistered offerings.
In-depth guides to help you prepare for your transaction
State-by-state securities registration requirements and exemptions.
Read guideHow private companies can issue equity compensation under Rule 701.
Read guideFiling requirements for Regulation D offerings at the state level.
Read guideHow reverse mergers work and when they make sense as a path to going public.
Read guideRequirements for selling restricted and control securities.
Read guideAcquisition Stars represents clients across Florida and nationwide. Alex Lubyansky leads every M&A engagement.
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"You're agreeing to be judged on a scorecard that someone else gets to rewrite."
M&A counsel since 2013 Senior counsel on every engagement Admitted in Michigan, practicing nationwide
Donald Hateley serves as Of Counsel to Acquisition Stars and handles the securities law work. Alex Lubyansky leads the M&A work, with an associate supporting the engagement. Tell us about your transaction and we will let you know if there is a fit.
LOI through closing. Nationwide. M&A counsel since 2013.
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