Lina Celine Angelici

Overview

Lina Angelici advises publicly reporting and privately held companies on SEC reporting and compliance matters, corporate governance, M&A, private equity, and blockchain technology and digital assets. Lina represents issuers, underwriters, and investors in registered and exempt, securities offerings under the ‘33 Act and applicable state Blue Sky laws. Transactions include initial and secondary public offerings, follow-on offerings, shelf registrations, SPACs, APO’s, PIPE financings, Reg. S offerings, and private equity and venture capital transactions. She has extensive experience drafting ’33 Act registration statements, and ‘34 Act reports, including Forms 10-K, 10-Q, 8-K, 3, 4 and 5, quarterly issuer tender offers, Schedules 13D and 13G, and proxy and information statements on Schedules 14A and 14C.  She also provides advice for and drafts all M&A transaction documents, including LOIs, NDAs, purchase agreements, and legal opinions, in connection with business combinations, including asset and equity sales, mergers, exchange offers, going-private transactions and tender offers, defense of hostile proxy contests, and implementation of anti-takeover protections including poison pills. Lina also provides day-to-day general corporate services, including choice of entity formation, articles of incorporation and organization, by-laws, operating agreements, partnership agreements and shareholder agreements, and a broad spectrum of business contracts, including marketing, distribution, licensing, royalty, employment, non-competition, non-disclosure, non-circumvention, credit agreements, phantom stock plans, and agreements.

Prior to joining Gunster, Lina was in-house corporate counsel for a world-class global brand and industry leader in the vacation ownership industry, where she was principal advisor to the General Counsel for all SEC reporting and compliance, NYSE requirements, and corporate governance. Lina was responsible for the Company’s board and committee meetings, including agendas, minutes, resolutions, and board books, and for the Company’s annual proxy statement and all matters relating to the annual stockholders’ meetings. She was a key member of the teams responsible for the Company’s Form 10-Ks and 10-Qs. In addition, as the head of securities and member of the disclosure committee for a leader in the alternative investment industry, Lina was responsible for all ’33 Act registration statements, and she worked closely with accounting on all ’34 Act reports for the company’s four real estate investment trusts (REITs) with a combined $5B AUM.

A former member of the staff of the U.S. Securities and Exchange Commission in Washington, D.C., Division of Corporation Finance, Lina worked in the Office of Mergers and Acquisitions overseeing all filings relating to negotiated and hostile LBO’s, MBO’s, tender offers, proxy contests, going private transactions, and filings under the Williams Act, Section 16, and Section 13 of the ’34 Act.

Lina strives to understand her client’s business needs and visions. She focuses on complex issues that require analysis and an understanding their potential implications. Her goal is to use her technical knowledge to provide practical advice that helps her clients reach their business objectives efficiently and on time.