Best Private Equity Lawyers in Florida

About Private Equity Law in Florida, Argentina

Private equity involves investment into private companies or buyouts of public companies with the aim of improving performance and exiting at a profit. Legal issues shape every stage - fund formation, capital raising, portfolio acquisitions, governance, compliance and exits. Florida operates within the wider United States legal and regulatory framework - federal securities law, state corporate and commercial statutes, and tax rules under the U.S. Internal Revenue Code. Argentina has its own corporate, securities and tax regimes - historical currency controls, foreign exchange rules and administrative practices also strongly affect cross-border investment. For investors and managers working across Florida and Argentina, both domestic law and international tax, anti-corruption and securities rules are important.

Why You May Need a Lawyer

Private equity transactions are legally complex and high risk. You may need a lawyer for one or more of the following common situations:

- Fund formation and governance - draft limited partnership agreements, operating agreements, subscription documents and management agreements.

- Fundraising and investor relations - prepare private placement memoranda, investor side letters, compliance with securities registration or exemption requirements.

- Acquisitions and disposals - negotiate purchase agreements, asset versus share deals, representations and warranties, indemnities and escrow arrangements.

- Due diligence - legal, corporate, regulatory, employment and tax due diligence on targets or investors.

- Tax planning and structuring - optimize fund and portfolio company structures for tax efficiency and treaty benefits while avoiding aggressive positions that could be challenged.

- Regulatory compliance - navigate securities law, anti-money laundering rules, foreign investment filings, antitrust clearance and industry-specific regulation.

- Cross-border and currency issues - address foreign exchange restrictions, repatriation of funds, withholding taxes and documentation for international transfers.

- Dispute resolution and enforcement - handle investor disputes, breach claims, governance fights and litigation or arbitration in the appropriate forum.

Local Laws Overview

Florida

- Corporate and entity law - Common private equity structures in Florida use limited partnerships or limited liability companies for funds, and corporations or LLCs for portfolio companies. Florida law follows many uniform acts and provides flexible formation and governance options.

- Securities regulation - Fundraisings must comply with federal securities laws enforced by the U.S. Securities and Exchange Commission and with state securities or "blue sky" laws. Many funds rely on federal exemptions from registration - for example rules that cover private placements to accredited investors - but state notice filings and fees may still apply.

- Tax and ERISA - U.S. federal tax rules, including carried interest treatment, allocation of income and losses, and tax reporting, are central. If pension or benefit plan assets are involved, ERISA rules and prohibited transaction rules can apply.

- Regulatory compliance - Anti-money laundering, sanctions screening, and disclosure obligations matter, especially for managers with institutional or international investors. Antitrust and industry-specific approvals may be needed for certain acquisitions.

Argentina

- Corporate and fund vehicles - Private equity investments in Argentina commonly use sociedades anónimas (SAs) or sociedades de responsabilidad limitada (SRLs) at the portfolio company level, and various fund vehicles such as fondos comunes de inversión or fideicomisos financieros. The main corporate statute is Ley de Sociedades Comerciales No. 19.550. Local vehicle choice affects governance, investor protections and flexibility.

- Securities and regulatory framework - The Comisión Nacional de Valores (CNV) regulates public offerings, certain types of investment funds and market conduct. Depending on the instrument and investor profile, securities rules and registration or exemption requirements will apply.

- Tax and foreign exchange - Argentina has income tax, value-added tax and other levies that affect transactions. Historically, currency controls and administrative regulation of foreign exchange have impacted the ability to repatriate dividends, pay capital returns or move purchase price funds abroad. Laws and administrative practices can change, so up-to-date local advice is essential.

- Compliance - Anti-corruption laws, AML/KYC requirements and employment and labor rules are significant. Labor courts in Argentina tend to be pro-employee, which affects restructuring, severance and purchase agreements that change employment conditions.

Frequently Asked Questions

What is the typical structure of a private equity fund in Florida and in Argentina?

In Florida and the broader U.S., funds are often structured as limited partnerships (general partner and limited partners) or LLCs taxed as partnerships. In Argentina, funds can be structured through local investment funds (fondos comunes), trust structures (fideicomisos financieros) or using corporate vehicles. Cross-border funds frequently use an offshore intermediate entity to hold investments, but each layer raises tax, regulatory and reporting questions in both jurisdictions.

Do I need to register a fund with regulators before raising capital?

In the U.S., most private funds rely on federal exemptions from registration for securities offerings - for example private placement exemptions - but may still have filing and compliance requirements at federal and state levels. In Argentina, depending on the vehicle and the nature of the offering, registration with the CNV and compliance with local rules may be required. Always confirm the required registrations and exemptions before soliciting investors.

What tax issues should investors and managers consider?

Tax issues are central. In the U.S.-Florida context, federal tax treatment of carried interest, partnership allocations and U.S. source income rules affect returns. In Argentina, corporate income tax, tax on dividends, withholding taxes and transactional taxes can materially affect net proceeds. Cross-border investors must consider tax treaties, withholding rules, transfer pricing and reporting obligations in both countries.

How do foreign exchange rules in Argentina affect investments?

Argentina has historically applied currency controls and administrative restrictions that can limit the timing and method for repatriating funds, paying foreign creditors or converting pesos to foreign currency. These rules can change rapidly and may require prior approvals or documentation. A local lawyer and adviser can identify current practical steps to structure repatriation and payments.

What are common diligence pitfalls when buying a company in Argentina from Florida?

Common issues include unclear ownership records, unpaid taxes or labor liabilities, regulatory permits, contractual consent requirements, and currency or capital controls affecting payment. Labor claims and contingent liabilities may be more burdensome in Argentina, and thorough local legal and financial due diligence is essential.

How are investor protections and governance rights enforced?

Investor protections depend on the fund documents and the corporate law of the jurisdiction where the portfolio company is incorporated. In Florida, remedies may include contractual claims, equitable relief and U.S. courts or arbitration. In Argentina, shareholders have protections under local corporate law, and disputes may be resolved through local courts or agreed international arbitral forums. Choice of governing law and dispute resolution forum should be carefully negotiated.

Are there specific regulatory approvals needed for large acquisitions?

Yes. In the U.S., antitrust clearance from federal agencies may be required for transactions above certain thresholds or in sensitive sectors, and sectoral approvals can apply. In Argentina, acquisitions in regulated industries may require CNV, sector regulator or antitrust approvals. Pre-transaction filings and timing must be factored into deal planning.

How does employment law differ and what does that mean for restructurings?

Florida and U.S. employment laws generally allow more contractual flexibility than Argentina. Argentine labor law and practice tends to favor employees - severance, social security contributions and potential labor claims are significant considerations. Transaction documents should include representations, indemnities and mechanisms to allocate labor risk, and local counsel should advise on required notices, transfers of employment and severance exposure.

What compliance steps are required for anti-money laundering and sanctions?

Both jurisdictions require AML and sanctions screening. U.S. funds must comply with federal AML rules and OFAC sanctions. Argentina has AML/KYC obligations and cooperates with international standards. Managers should implement robust AML policies, sanctions screening, investor due diligence and ongoing monitoring to avoid fines and reputational damage.

How should I choose a lawyer for private equity matters?

Look for lawyers with specific private equity experience in the relevant jurisdiction - fund formation, transactional work, regulatory compliance and tax. For cross-border deals, engage counsel in both Florida and Argentina and coordinate tax and regulatory advice. Ask about recent similar matters, proposed team members, fee structure and communication approach. Verify bar membership and references if possible.

Additional Resources

Florida resources to consult or mention in initial research include the Florida Bar - Business Law Section, the Florida Office of Financial Regulation, and federal bodies such as the U.S. Securities and Exchange Commission and the Internal Revenue Service for tax and securities guidance.

Argentina resources include the Comisión Nacional de Valores (CNV), Banco Central de la República Argentina (BCRA) for foreign exchange guidance, and the Administración Federal de Ingresos Públicos (AFIP) for tax rules and obligations. The national corporate statute - Ley de Sociedades Comerciales No. 19.550 - is the backbone of corporate governance in Argentina.

Industry organizations and professional groups - such as private equity associations, chambers of commerce and international law firm networks - can help with referrals, best practices and up-to-date seminars. Accounting firms and local tax advisers are also vital for cross-border tax structuring and compliance.

Next Steps

If you need legal assistance for private equity matters involving Florida and Argentina, consider the following steps:

- Identify the core issue - fund formation, investment, sale, compliance, tax or dispute - and gather relevant documents such as term sheets, organizational documents, target company records and investor information.

- Engage specialist counsel early - for cross-border transactions, retain counsel licensed in both jurisdictions or coordinate separate local counsel with a lead advisor to align strategy.

- Prepare specific questions for counsel - ask about required registrations, timelines for regulatory approvals, typical transaction structures, tax consequences and estimated fees.

- Request written engagement terms - confirm scope, fee arrangements and deliverables before work begins.

- Maintain transparent communication with investors and advisers - good governance and timely disclosure reduce legal and commercial risk.

This guide is informational and does not constitute legal advice. For tailored advice, consult a qualified lawyer licensed in the relevant jurisdiction who can assess facts, current law and regulatory practice and provide a strategy suited to your transaction or fund.