Alison W. Miller

Overview

A brilliant attorney and a tremendous partner to our business… an intelligent lawyer who finds beneficial solutions for her clients… experienced in transactions, works hard for her clients and represents them well.

- Chambers USA 2016; 2021

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

South Florida Business Journal, Influential Business Woman Honoree, 2021
The Best Lawyers in America®, 2003-2021
Chambers USA, Corporate/M&A & Private Equity (South Florida), 2009-2021
Lawdragon 500, Leading Dealmakers, 2021
Florida Super Lawyers, 2006-2019
South Florida Legal Guide, Top Lawyers in South Florida - Corporate & Business; Securities, 2008-2021
South Florida Business Journal, "Power Leader in Banking & Finance," 2014-2016
Daily Business Review, "Top 20 Women in Law," 2014
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