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's practice focuses on all aspects of business activities and transactions. She has over 40 years of experience advising individuals, companies and financial institutions on public and private equity securities offerings, tender offers mergers and acquisitions, investments, periodic reporting, governance and regulatory compliance. Clients are engaged in a wide range of industries, including banking & financial services, the life sciences, real estate, and hospitality.

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 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 members of the Feldenkreis family in the merger taking Perry Ellis International, Inc. private. Also acted as Florida local counsel for Feldenkreis Holdings LLC and its members during and after the going private transaction, including in connection with the financing of the transaction.
Represented the principal shareholder and chief executive officer in the sale of a state chartered bank.
Represented BBX Capital Corporation in the spin off its subsidiary, BBX Capital Florida LLC, in order to separate the business, activities and investments into two separate, publicly-traded companies. As a result of the spin-off and transactions consummated in connection with the spin-off, BBX Capital Florida LLC was converted into a Florida corporation and BBX Capital Corporation changed its name to Bluegreen Vacations Holding Corporation.
Represented BBX Capital, Inc., as parent to Renin Holdings, LLC (“Renin”), in connection with Renin’s acquisition of all of the assets of Colonial Elegance (a supplier and distributor of building products) and the acquisition financing.
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
- Chair of Programs Committee, 2021
- Board of Trustees, 2018
United Way of Miami-Dade, Former Director
Feeding South Florida, Former Board Member

Recognition

Chambers USA, Corporate/M&A & Private Equity (South Florida), 2009-2021
The Best Lawyers in America®, 2003-2022
South Florida Business Journal
- Influential Business Woman Honoree, 2021
- "Power Leader in Banking & Finance," 2014-2016
South Florida Legal Guide, Top Lawyers in South Florida - Corporate & Business; Securities, 2008-2021
Lawdragon 500, Leading Dealmakers, 2021
Florida Super Lawyers, 2006-2019
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