Representative Matters - General Counsel

Juan O'Naghten's Roles and Representative Matters

Selected examples:

• As a founding shareholder and member of the Executive Committee of the board of directors, I served as general counsel for a new passenger charter airline in the US with worldwide route authorities.  Initially, I represented the organizing group and management, starting with the pre-incorporation agreements. I was lead counsel on the capital raise and oversaw the regulatory applications, successfully obtaining the DOT Certificate of Public Convenience and Necessity (both foreign and domestic) and the FAA Part 121 Air Carrier Certificate.  Upon commencement of operations, I represented the airline in all financing and aircraft leasing and acquisition transactions, as well as other contractual matters. I supervised regulatory, labor and litigation counsel, coordinated the legal aspects of the airline's unionization process and labor negotiations, and assisted the airline with a US Congressional investigation related to government contracting. Additionally, I represented the selling shareholders during the successful sale of the airline and continued to serve as general counsel post-sale.

  
  

• As general counsel, structured the creation of a multi-national contractor based in the US with offices in seven Latin American countries which specialized in the design, financing, construction, equipping, and operation of infrastructure projects in Latin America and the United States, focusing on healthcare, energy, and transportation facilities. Coordinated tax counsel to optimize the US and local tax consequences, supervised and coordinated the legal teams structuring the project financing necessary to construct and operate the various projects, participated in the negotiation of public-private partnerships, supervised an internal legal team of over 20 attorneys, and supervised and coordinated arbitral proceedings to recover damages in the ICC, ICSID and local arbitral tribunals.
  

• Represented an entrepreneur in establishing one of the first dial-up ISP providers in the US, which evolved into a leading provider of telecommunication services (telephone, internet, video, and alarm services) in South Florida. As general counsel for the company, I represented the company in all financing transactions, raising private equity and debt financing, handling contractual matters, and acquiring competitors in the industry. I supervised regulatory and litigation counsel, represented the company in the sale of a 60 percent equity participation to a private equity company for a valuation in the low nine figures, and continued as general counsel thereafter.
  

• Represented a major European hotel owning and management company in the Western Hemisphere. In this capacity, I handled the purchase and sale of hotel properties in the US and Caribbean, negotiated financing arrangements, and assisted in structuring their marketing and sales network to optimize tax consequences using available treaty networks. Additionally, I coordinated the due diligence for the acquisition of a hotel chain with over 30 properties located across three different countries in the Caribbean.
  

• Represented a family over a span of 40+ years, creating an offshore structure to optimize their privacy and US tax consequences while ensuring effective inter-generational transmission of the family's enterprises and wealth. Successfully facilitated the transfer of the family business from the first to the second generation and am currently working with the second and third generations on their offshore structure.
  

• As lead outside counsel for a prominent South Florida developer, I represented it in the acquisition, financing (acquisition and construction), and disposition of major real estate assets as well as in equity capital raises in the private placement marked for various projects, ensuring seamless coordination with internal general counsel for the supervision of land use and litigation matters.
  

• Represented a Fortune 500 company on the issuance of notes and debentures in the Eurodollar market taking advantage of the US/Netherlands treaty network to structure interest bearing securities exempt for US income tax withholding.
  

• Represented a major international recording artist as US tax counsel, successfully reducing his US income tax exposure by strategically utilizing the US income tax treaty network to minimize the tax consequences on royalties. Additionally, provided comprehensive pre-immigration tax planning to ensure optimal tax efficiency.
  

• Represented a Latin American bank when one of their major clients was subjected to economic sanctions by the U.S. Treasury Department, Office of Foreign Assets Control. Established a team of professionals in the US to address the situation at both a legal and professional basis, coordinated the fact-finding process, and assisted in the design and implementation of a compliance program to reduce the risk of adverse action by the US against the bank.