Financial Industry Regulatory Authority (FINRA) Dispute Resolution Arbitrator (NYC, P.Rico) Panelist—American Arbitration Association National Roster of Arbitrators
AV Preeminent® Peer Review Rated* and 2018 and 2019 Albert Nelson Marquis Lifetime Achievement Awards** attorney in private practice, S. Florida, New York City:
Corporate and Limited Liability Company Governance and Fiduciary Duty and Contract
Not-for-Profit
Florida; New York; U.S. District Courts for Southern and Eastern Districts, New York; before 2014, U.S. Court of Appeals for Second Circuit
Legal: HARVARD LAW SCHOOL, J.D.
Undergraduate: UNIVERSITY OF PENNSYLVANIA, A.B.
summa cum laude (Mathematics); Phi Beta Kappa
Robert Half Legal, temporary employment as contractor writer/editor for Thomson Reuters, Westlaw, Practical Law, working from virtual office, June 2015 to August 2015
Revising and drafting corporate, limited liability company, mergers and acquisitions and other business and commercial transactions standard documents and clauses, checklists, practice notes, and articles under Florida law for the Westlaw, Practical Law division of Thomson Reuters.
Managing Member, KAREN J. ORLIN P.L., Miami-Dade and Broward, FL, 2006 to present
Shareholder, operating, limited liability company, lending and other business organization, reorganization, investor, securities, finance, commercial, mergers and acquisitions, and transaction agreements; corporate, limited liability company and not-for-profit entity governance and fiduciary duty; banks and other financial institutions regulation, governance, and fiduciary duty; personnel policy manuals; employment and independent contractor matters; forensic consulting and litigation support (sometimes as independent contractor to Higer, Lichter & Givner LLP, Arista & Herran, P.L. and other law firms). Legal advice regarding requirements of Florida law and ethics rules, including among others Florida unlicensed practice of law restrictions, upon opening and maintaining by interstate law firms and international law firms of an office in Florida for the practice of law in Florida and to render legal services to individuals maintaining their primary legal residences in Florida and entities maintaining their principal places of business in Florida.
Vice President/General Legal Counsel, PACIFIC NATIONAL BANK, Miami, FL (part-time), 2007 Corporate governance and transactions; compliance with banking laws; oversight and management of litigation; commercial financing, including multi-bank syndicated credit facilities; operational agreements; oversight of responses to governmental and subpoena requests for information and documents; oversight of certain Human Resources matters.
Partner, former ROTHSTEIN ROSENFELDT ADLER, P.A., Ft. Lauderdale, FL(4 months),2007-8 Business agreements; corporate governance and reorganization; relationships among equity owners of businesses; Sections 15 and 16, Securities Exchange Act of 1934, as amended (“1934 Act”); not for profit organizations.
Partner, former WASSERSTROM WEINREB & WEALCATCH PL, Hollywood, FL, 2005-6
Limited liability company operating agreements; start-up and small businesses; not-for-profit entities; commercial and real estate secured lending for lenders; investor and other business agreements.
Senior Attorney, former RUTHERFORD MULHALL, P.A., Boca Raton, FL, 2004-5
Head of corporate and securities department; public company filings under 1934 Act; private placements of securities under Securities Act of 1933, as amended (“1933 Act”); limited liability company operating agreements; start-up and small businesses; mergers and acquisitions; commercial and real estate secured lending primarily for lenders; investor and other business agreements.
Of Counsel, STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P. A., Miami, FL, 2002-3
Asset based and commercial lending agreements primarily for lenders, some including securities law issues.
Of Counsel, AKERMAN, SENTERFITT & EIDSON, P.A., now AKERMAN LLP, Miami, FL, 1999-2002
Commercial lending agreements for lenders and borrowers; private placements of securities under 1933 Act; corporate restructuring and governance; mergers and acquisitions.
Member, former ZACK KOSNITZKY, P.A., Miami, FL, 1997-1999
Head of securities department; organization, corporate documentation, regulatory compliance, and private placement of securities of Florida commercial bank; corporate restructuring; private placements of securities under 1933 Act; proxy contest for reporting company; mergers and acquisitions.
Partner, former BERMAN WOLFE & RENNERT, P.A., now RENNERT VOGEL MANDLER & RODRIGUEZ, P.A., Miami, FL, 1995-1997
Registered public offerings under 1933 Act; corporate documentation and governance.
Senior Vice President-Associate Counsel, Assistant Secretary, former AMERICAN SAVINGS OF FLORIDA, F.S.B., Miami, FL, now a division of Wells Fargo Bank, N.A., 1988-1995
Public company filings under 1934 Act; supervision of outside counsel for filings under banking laws comparable to 1933 Act; corporate reorganization; securitization of mortgage loans; assignments of and participations in multi-bank syndicated credit facilities; preparation for and minutes of meetings of Board of Directors and shareholders; corporate governance/fiduciary duty.
Attorney with law firms based in Miami, FL and KRONISH, LIEB, SHAINSWIT, WEINER & HELLMAN LLP, now New York City office of COOLEY LLP, and former SHEA & GOULD, New York, NY, before 1988
Securities offerings; corporate organization, governance, and restructuring; bank and holding company regulation; mergers and acquisitions; commercial lending; contracts and transactions.
* AV®, AV Preeminent®, Martindale-Hubbell Distinguished SM and Martindale-Hubbell NotableSM are certification marks used under license in accordance with the Martindale-Hubbell® certification procedures, standards, and policies. Martindale-Hubbell® is the facilitator of a peer review rating process. Ratings reflect the anonymous opinions of members of the bar and the judiciary. Martindale-Hubbell® Peer Review RatingsTM fall into two categories – legal ability and general ethical standards. For further information, see https://www.martindale.com/ratings .
**2018 Albert Nelson Marquis Lifetime Achievement Award was awarded in November 2018 by Marquis Who’s Who “as a result of . . . hard work and dedication to . . . [the] profession.” The 2019 Lifetime Achievement Award was awarded in May 2019 by Marquis Who’s Who.
Click Here to view Karen Orlin’s resume (08/07/2024).
Click Here to view Florida Not For Profit Corporation Act 2009 Amendments (2010).
Click Here to view “The Business Judgment Rule” for Directors of Not For Profit Corporations (2011).
Click Here to view Understanding The World of Minority Rights and Fiduciary Obligations (2011).
Click Here to view Walking the Ethical Line (2011).
Click Here to view Articles of Organization and Operating Agreement Provisions Modifying Default Provisions of New York Limited Liability Company Law (2013).
Click Here to view The Title “Managing Member” under The Florida Revised Limited Liability Company Act (2015).
Click Here to view The Advantages and Disadvantages of Forming a Florida Limited Liability Company (LLC) Versus a Florida Corporation (2015).
Click Here to view The Ethics of Harassment and Discrimination by Attorneys (2021).
Click Here to view Who is an Expert in Fiduciary Duty in Attorneys’ and Managements’ Professional Liability Disputes? (2022)
Click Here to view Ethical Issues in Lawyer Succession Planning (2023)