Español
Expand All

Overview

A brilliant attorney and a tremendous partner to our business.

- Chambers USA 2016

Alison Miller is a Director and Shareholder of the Firm and head of the Firm’s Corporate & Securities practice. She has more than 35 years of experience advising public & private companies in all aspects of business, including securities offerings, mergers & acquisitions, and periodic securities reporting and compliance. Alison's clients are engaged in a wide range of industries, including banking & financial services, pharmaceutical, real estate, and hospitality. Alison frequently lectures on topics relating to securities law, acquisitions, compliance and accounting topics.

Representative Experience

  • Corporate and securities counsel for public companies.
  • Counsel to public company boards of directors and audit committees, including advice and compliance issues arising out of the Sarbanes-Oxley Act of 2002 and heightened corporate governance rules.
  • Representation of financial institutions before state and federal regulators.
  • Issuer’s and underwriter’s counsel in connection with offerings of equity, debt and trust-preferred securities in public, private and 144A offerings.
  • Extensive experience in connection with both friendly and hostile mergers, acquisitions, divestitures, and “spin-offs”.
  • Representation of Board Special Committees in connection with complex transactions.
  • Counsel in numerous “going private” transactions, restructurings and recapitalizations.
  • Extensive experience assisting financial institutions in Bank Secrecy Act/Anti-Money Laundering compliance, policies and look-backs.
  • Regularly counsels clients on Cybersecurity issues including policies and practices, and disclosure obligations following a breach.
  • Represented community bank in its issuance of preferred stock to the United States Treasury under the Small Business Lending Fund and its subsequent redemption.
  • Represented publicly traded holding company in the acquisition of its publicly traded real estate subsidiary for approximately $50 million of consideration consisting of the holding company’s stock.
  • Represented multiple publicly traded companies in follow-on and subscription rights offerings.
  • Represented multiple publicly traded companies in matters relating to their listing on the New York Stock Exchange and other securities exchanges.
  • Represented publicly traded savings and loan holding company in the sale of its broker-dealer subsidiary for approximately $150 million of consideration consisting of cash, stock and warrants.
  • Issuer’s counsel in Rule 144A offering of $144 million of senior convertible debt for a clinical drug development services company.
  • Issuer’s counsel in $133 million follow-on equity offering for a clinical drug development services company.
  • Represented bank holding companies in connection with the preparation of their Tailored Plan for filing with the U.S. Federal Reserve.
  • Represented a public company in connection with a $150 million acquisition of the publicly traded shares of a subsidiary not previously owned.
  • Represented an investor group in connection with a $57 million proposed acquisition and control of a state chartered bank, including representation in connection with the approval of the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation.
  • Represented BankAtlantic Bancorp, Inc. in the sale of its banking subsidiary – BankAtlantic – to BB&T Corporation. BankAtlantic was the second largest financial institution headquartered in the State of Florida. Prior to the closing, BankAtlantic contributed approximately $200 million of loans, real estate owned and other assets to a wholly owned subsidiary of BankAtlantic Bancorp. In addition, BankAtlantic contributed $395 million of loans and other assets into a joint venture and BB&T was issued a $285 million (95%) preferred interest in the venture in exchange for the assumption of $285 million of BankAtlantic Bancorp’s trust preferred securities obligation.
  • Represented BankAtlantic Bancorp, Inc. in its sale of all 19 of BankAtlantic’s branches located in the Tampa area to PNC Bank.

Professional & Community Involvement

  • The Miami Foundation, Board of Trustees, 2018
  • United Way of Miami-Dade, Former Director
  • Feeding South Florida, Former Board Member

Recognition

  • Chambers USA: America's Leading Lawyers for Business: Ranked # 3 in Corporate/M&A, 2009-2018
  • The Best Lawyers in America®, 2003-2019
  • Florida Super Lawyers, 2006-2018
  • South Florida Business Journal, "Power Leader in Banking & Finance," 2014-2016
  • Daily Business Review, "Top 20 Women in Law," 2014
  • South Florida Legal Guide, Top Lawyers in South Florida - Corporate & Business; Securities, 2008-2018
  • AV Rated by Martindale-Hubbell

Publications & Presentations

Events: Please leave a message - I am currently balancing work and life but I will get back to you no later than my next life
The Coral Gables Chamber of Commerce Women's Business Network Luncheon|November 2015

View Less

Newsroom

In the Media: Power Leaders in Banking & Finance
South Florida Business Journal|July 2015

In the Media: Women in Law: Women Honored for South Florida Legal Accomplishments
Daily Business Review|October 2014

In the Media: Top 20 Women in Law: DBR Recognizes South Florida Achievers
Daily Business Review|September 2014

In the Media: Power Leaders in Banking
South Florida Business Journal|August 2014

View More View Less