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 trailblazing corporate and securities lawyer with over 40 years of experience advising individuals, companies and financial institutions on all aspects of business activities and transactions. Alison is renowned for her pragmatic approach to complex business matters and has long-standing partnerships with clients due to her ability to offer creative solutions. Her clients are engaged in a wide range of industries, including banking and financial services, life sciences, real estate and hospitality.

Alison joined the firm in 1976 and became a name partner in 1985—at a time when few women lawyers were practicing in Florida, and even fewer held leadership roles in law firms. Over the past over four decades, she has been instrumental in the growth and management of the firm. She is an Executive Committee member, member of the Board of Directors, and head of the Firm’s Corporate & Securities group.

Areas of Concentration

Corporate and securities counsel for public companies
Counsel to public company boards of directors and audit committees (advice and compliance issues arising out of the Sarbanes-Oxley Act of 2002 and heightened corporate governance rules)
Issuer’s and underwriter’s counsel in connection with offerings of equity, debt and trust-preferred securities in public and private offerings
Friendly and hostile mergers, acquisitions, divestitures, and “spin-offs”
Board Special Committee representation
Tender offers, “going private” transactions, restructurings and recapitalizations
Financial institution representation before state and federal regulators
Bank Secrecy Act/Anti-Money Laundering compliance, policies and look-backs
Follow-on and subscription rights offerings
New York Stock Exchange and other securities exchange listings
Cybersecurity (policies and practices; disclosure obligations following a breach)

Representative Experience

Represented TotalBank in the merger of TotalBank with and into City National Bank of Florida. Following the acquisition, City National Bank was the third-largest Florida-based bank with nearly $14 billion in assets.
Represented Bluegreen Vacations Corporation (“Bluegreen”) in its initial public offering (IPO) of common stock on the New York Stock Exchange under the symbol “BXG.” Subsequently, represented Bluegreen Vacations Holding Corporation (“BVH”) in connection with a statutory short-form merger under Florida law pursuant to which BVH acquired all of the approximately 7% of common stock of Bluegreen not previously owned by BVH and Bluegreen became a wholly owned subsidiary of BVH.
Represented BBX Capital Corporation in the spin off its subsidiary. BBX Capital Corporation was split into two separate, publicly-traded companies, Bluegreen Vacations Holding Corporation and BBX Capital Inc. which continues to hold activities other than Bluegreen Vacations.
Represented BBX Capital, Inc., as parent to Renin Holdings, LLC (“Renin”), in connection with both Renin’s acquisition of all of the assets of Colonial Elegance (a supplier and distributor of building products) and the acquisition financing provided by TD Bank to Renin.
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 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 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
- Vice Chair, Governance Committee, 2023
- Chair, Governance Committee, 2022
- Chair of Programs Committee, 2021
- Board of Trustees, 2018
United Way of Miami-Dade, Former Director
Feeding South Florida, Former Board Member

Recognition

Lawdragon 500, Leading Dealmakers, 2021-2022; 2024
The Best Lawyers in America®, 2003-Present
Chambers USA, Corporate/M&A & Private Equity (South Florida), 2009-Present
The Education Fund, The Sapoznik Insurance Public School Alumni Achievement Award, 2022
South Florida Business Journal
- Influential Business Woman Honoree, 2021
- Power Leaders in Banking, 2014-2016
South Florida Legal Guide, Top Lawyers in South Florida – Corporate & Business; Securities, 2008-2021
International Financial Law Review 1000 (IFLR1000), Highly Regarded – Florida, M&A, 2022

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