Karen J. Orlin

EDUCATION:
Legal: HARVARD LAW SCHOOL, J.D.
Undergraduate: UNIVERSITY OF PENNSYLVANIA, A.B.
summa cum laude (Mathematics); Phi Beta Kappa

PROFESSIONAL ACTIVITIES AND CERTIFICATIONS:
 Member, Business Law Section and Section of Dispute Resolution, American Bar Association (various committees).
 Member, New York City Bar Association and its Professional Responsibility Committee.
 Member, New York State Bar Association and its Not-For-Profit Corporations Law Committee.
 Member, Solo/Small Law Firm Networking Group of Broward County Bar Association.
 Member, Corporations, Securities and Financial Services Committee, Business Law Section, The Florida Bar; member, business entity statutory revision subcommittees; former Committee Chair, Vice Chair, Co-Vice Chair, and Chair, blue sky statutory revision subcommittee.
 Former member, Executive Council, Business Law Section, former member and Vice Chair, Committee on Relations with CPAs and FICPA, and former member, Professional Ethics Committee, The Florida Bar.
 Former member, Broward County Bar Association.
 Graduate, Mendenhall School of Auctioneering, High Point, North Carolina-Elected Class President; Florida auctioneer‟s and auction business licenses; New York City auctioneer‟s license.

Ms. Orlin provides forensic consulting and litigation support in corporate, limited liability company and not-for-profit entity governance, securities law, fiduciary duty, and legal ethics, including legal malpractice.

Karen J. Orlin P.L., a law firm, and its Managing Member, Karen J. Orlin, focus on legal services to privately owned businesses, investors in public and privately owned companies, not-for-profit entities such as non-governmental organizations, banks and other financial institutions, and auctioneers and auction businesses.
These services include legal representation relating to:
domestic and international mergers, acquisitions, sales, exchanges, conversions, reorganizations, dissolutions and other business and commercial transactions,
corporate and limited liability company governance and fiduciary duty,
shareholder agreements, shareholders agreements, stockholder agreements, stockholders agreements, operating agreements, and limited liability company agreements,
employment agreements, independent contractor agreements, consulting agreements,
other shareholder, member, owner, corporation, limited liability company, partnership, voting, sale restriction, option, subscription, and investor agreements,
confidentiality, non-competition, and non-solicitation agreements,
dissolution and separation agreements,
licensing, distribution, agency, vendor, customer, operational, business and commercial agreements,
personnel policy manuals,
commercial lending and investment, and
regulation of auctioneers and auction businesses.

She also is a published author and a seminar speaker regarding mergers and acquisitions, securities law, opinion letter standards, limited liability company governance and fiduciary duty, not for profit entity law and legal ethics and has taught law school and paralegal studies classes in Miami and New York City.
Ms. Orlin ghostwrites, writes and edits legal articles, notes, guides, checklists, outlines, charts, forms and other content regarding limited liability companies, corporations and business transactions law for other websites, blogs and publications.
Ms. Orlin holds a J.D. from the Harvard Law School and a Bachelor of Arts, summa cum laude in mathematics from the University of Pennsylvania, where she was elected to Phi Beta Kappa. She is AV Preeminent® Peer Review Rated* by Martindale-Hubbell®, named among South Florida's Top Rated Lawyers of 2015 by Legal Leaders (ALM 2015 in The Miami Herald and The Daily Business Review), listed in numerous editions of The Marguis Who's Who in the World and Who's Who in America, admitted to practice law in New York and Florida, and available to represent clients throughout Florida and the New York City greater metropolitan area.
The first nine years of Ms. Orlin's legal career were in private practice with Kronish, Lieb, Shainswit, Weiner & Hellman LLP (now Cooley LLP) in New York City, where she handled a broad range of business and commercial matters. Since 1981, she has practiced primarily in South Florida: 28 years in private practice including such law firms as Akerman, Senterfitt & Eidson, P.A. (now Akerman LLP), seven years as Senior Vice President and in house counsel for a regional, publicly owned financial institution acquired in 1995 by a bank (now a division of Wells Fargo Bank, N.A.) and, during 2007, as General Counsel for a national bank.

Representative Matters
Organization, operation, governance and development of for profit and not-for-profit entities.
Asset and stock sale of a farm and distribution business for $92 million.
Asset and equity sales of small and medium-sized, privately owned school and medical equipment businesses to larger privately or publicly owned entities.
$45 million international asset based revolving credit facility guaranteed by The Export Import Bank of the United States.
Reclassifications of equity and restructuring of entity ownership relationships.
Organization, regulation and governance of Florida commercial bank, national banks and other financial institutions.
Multi-class limited liability company operating agreements and complex corporate shareholder agreements.

Experience:
Limited liability companies, corporations, joint ventures and partnerships.
Not-for-profit organizations.
Auctioneers and auction businesses.
Corporate, limited liability company and not-for-profit entity organization, governance and fiduciary duty.
Mergers, acquisitions, sales, exchanges, conversions, reorganizations, dissolutions, equity restructurings and related business entity planning.
International and domestic strategic alliances, partnerships and business transactions.
Investment in early- and mid-stage businesses.
Borrower and lender representation in corporate and other commercial loan and finance transactions, including multi-bank syndicated credit facilities.
Business entity elements of estate planning, matrimonial and other litigation matters.
Shareholder agreements, shareholders agreements, stockholder agreements, stockholders agreements, operating agreements, limited liability company agreements, employment agreements, independent contractor agreements, consulting agreements, and other shareholder, member, owner, corporation, limited liability company, partnership, voting, sale restriction, option, subscription, investor, confidentiality, non-competition, non-solicitation, dissolution, separation, licensing, distribution, agency, vendor, customer and operational, business and commercial agreements.
Regulations concerning financial institutions, auctioneers and auction businesses (Florida and New York City licensed auctioneer).
Bank and other financial institution organization, reorganization, governance and fiduciary duty.
Bank and other financial institution corporate Secretary and in-house counsel.
Personnel policy manuals; employment, independent contractor, consulting, severance, separation and expatriation agreements.
Offerings, redemptions and compliance under federal, Florida and New York State securities laws.
Forensic consulting and litigation support in corporate, limited liability company and not-for-profit entity governance, securities law, fiduciary duty, and legal ethics, including legal malpractice.
Published author and seminar speaker regarding mergers and acquisitions, securities law, opinion letter standards, limited liability company governance and fiduciary duty, not for profit entity law and legal ethics.
Instructor in law school and paralegal studies classes in Miami and New York City.