Laura Ross is a Shareholder in the firm's Corporate Group. Her practice is focused in the areas of international law, corporate transactions and corporate law. She represents foreign investors establishing companies in the United States, and assists foreign individuals and businesses with all aspects of setting up their U.S. operations.
Practice Focus
Laura works with multinational corporations, foreign clients and entrepreneurs relocating, investing, and conducting business operations in the United States across a diverse array of industries, including the retail, manufacturing, distribution, FinTech, Health Tech, construction, financial, and technological industries. She has experience advising in corporate compliance and governance issues, mergers, acquisitions, spin-offs and restructuring of privately held companies.
Laura serves as a trusted advisor to boards of directors and senior executives on corporate governance issues and has represented several companies with respect to their corporate transactions, effectively serving as their outside general counsel. Laura has experience drafting a wide range of agreements, such as shareholder, management, marketing, licensing, distribution, dealership, joint venture, purchase and sale agreements, private placement memorandums, convertible notes, warrant agreements, contribution agreements, and stock purchase agreements.
Laura manages the specialized needs of high net worth foreign national entrepreneurs and investors, which includes establishing offshore bank accounts and trusts, pre-immigration tax and estate planning, estate and wealth transfer planning, physical presence and closer connection analysis. She has advised foreign clients regarding the corporate structure for acquiring U.S. real property, investments, and yachts.
Representative Legal Matters
- Represented minority founding shareholder in a corporate financing round, whereby the minority shareholder sought to protect anti-dilution provisions set forth in the founder’s shareholder agreement.
- Represented engineering CLE platform in the sale of assets to a private equity fund.
- Experience advising a variety of corporate clients with respect to agency, brokerage and distribution agreements.
- Represented multinational FinTech company in its corporate reorganization.
- Represented multiple private equity clients with respect to corporate due diligence and acquisition of a business.
- Counseled a Miami-based hospital with respect to corporate governance issues, management succession, funding from governmental organizations and change-of-control transactions.
- Represented health technology start-up with corporate restructuring and assisted in securing private financing through various convertible notes and warrant agreements.
- Represented healthcare maintenance business with respect to the sale of membership interest and the establishment of an $8 Million Credit Facility Agreement with a private equity fund.
- Counseled various clients in joint venture transactions.
- Represented a FinTech company with respect to a complex corporate merger.
- Counseled various majority shareholders with respect to the squeeze-out of a minority shareholder.
- Counseled various business owners regarding shareholder divorce.
- Represented Brazil's largest fraud protection company in the establishment of its U.S. operation.
- Represented multiple multinational companies with respect to corporate reorganization.
- Represented a renowned Latin American artist and performer in multiple yacht transactions.
- Represented a major Brazilian hydraulic piping manufacturer in the acquisition of a U.S.-based competitor.
- Represented multiple FIFA world cup athletes in setting up royalty payment structures whereby image rights were licensed for use in the U.S.
Professional Associations and Memberships
- The Florida Bar-Florida International Law Section
- Brazilian-American Chamber of Commerce of Florida
- Former Chair, Young Professionals Committee
Speaking Engagements
- June 18, 2018, APEX Brasil Missão de Internacionalização de Empresas Para Estados Unidos, presented 2 programs in Portuguese: "Tipos Societários para formação de empresas nos EUA," and "Relações trabalhistas e obtenção de visto para os EUA"
- 2018 Presentation for 'XP Summit 2018' entitled "Expandindo sua operação para os Estados Unidos."
- 2017 Presentation for APEX Brasil entitled: "O Processo do Visto: Um guia para os diversos tipos de visto, baseados em empregos específicos para empresas Brasileiras e investidores nos Estados Unidos."
- 2016 Presentation at the Leandro Stormer Trading School entitled: “Como investir nos Estados Unidos e imigrar legalmente.”
- 2014 Annual Florida Yacht Brokers Association Yacht Sales and the Law Conference, “Crew Visas: Consular Rules and Regulations.”
Publications