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Miller Law Group is a full-service hospitality law firm. With business and legal experience in all phases of the hotel and restaurant industry, MLG is able to integrate business and legal counsel to further our clients’ goals and profitability. Led by Mitch Miller, a 25-year veteran of hotel development, finance and operations, MLG is nationally recognized for our wide-ranging legal experience. Over the course of our tenure, we have represented hotel owners, developers, management companies and restaurant operators. Among our areas of expertise are:
- Property purchases and sales
- Organizational structuring and joint ventures
- Equity and debt financing and securities
- Tax deferred exchanges
- Business development and tax strategies
- Management agreements
- Franchise agreements
- Food and beverage operations
- Restaurant and retail leasing
- Litigation and dispute resolution
- Employment and ADA issues
Acquisitions, Financings and Development:
Represented numerous hotel buyers in property acquisitions, assisting with negotiation and documentation of equity, conventional and conduit debt, and FF&E lease financings
Represented owner of a ground-leased hotel in a conduit loan refinance, negotiating a third-party agreement between the lender and ground lessor. As a result, the owner was able to distribute over $1.5 million in tax-free proceeds
Represented multiple hospitality developers as they acquired sites and built hotels in mixed-use developments, including a 4-star boutique hotel
Represented numerous hotel developers in construction contract negotiations and documentation
Tax-Deferred Exchanges:
Counseled two entities of an ownership sponsor group who joined forces to buy land and construct a new hotel. Representation included orchestration of a forward deferred exchange for one entity and a reverse exchange for the other and supervising the clients’ intermediary to increase tax basis thereby enabling the deferral of substantial capital gains.
Represented limited partnership of hotel owners, assisting with the conceptualization, documentation and implementation of a distribution of fractional interests to tenants in common. As a result, the partners were able to conduct a tax-deferred sale of interests that benefited all concerned.
Joint Ventures and Strategic Planning:
Represented hotel operator/management company in the negotiation and documentation of a joint venture with a major insurance company, which led to the purchase of five hotels over several years.
Represented owner of multiple hotels in the design and implementation of an organizational structure that optimized asset protection and laid the foundation for a tax-advantaged business succession strategy.
Represented restaurant operators in the organizational structuring and joint venturing of projects with financial partners
Operations and Employment Matters:
Represented a hotel buyer in negotiations with union representatives and consultants, resulting in the termination of union contracts associated with the property.
Represented hotel owners in numerous supplier and operational service agreements.
Counseled a hotel owner in the design and implementation of a benefits program that resulted in the owner realizing a six-figure increase in after-tax cash flow.
Franchise Agreement Negotiation:
Represented numerous prospective franchisees in negotiating franchise agreements, obtaining waivers and deferred implementation from mandated programs as well as timed implementation of property improvement programs
Represented hotel developer in negotiations with a major franchisor, achieving accommodations on protection, time-limited capital expenditure mandates, optimal development extensions and indemnification
Dispute Resolution and Litigation:
Represented a franchisee whose license was wrongfully terminated by franchisor based on false claims. MLG successfully challenged the termination, asserting contractual counterclaims and offsets, and presenting information gained from a thorough, detailed investigation. As a result, damages were reduced from $300,000 to $30,000.
Represented a franchisee being forced by the franchisor to immediately halt a marketing practice that brought in 20 percent of his business. After diligent negotiations, the franchisor agreed to a moratorium on royalties for a specified period of time, allowing the franchisee to find new avenues for replacing the revenues lost as a result of the franchisor’s action. The case was handled out of court.
Represented a franchisee that was terminated for owing back royalties. MLG conducted a forensic accounting investigation and analysis of charges, which revealed the correct amount the franchisee owed the corporation and resulted in a settlement of approximately 20 percent of the claim, saving the client about $500,000.
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