My priority is ensuring I have the expertise and skillset to assist our clients in all facets of their business. I have a business proficiency that can only come from hands-on experience while also providing top-quality legal services.
Jacqueline Feliciano is an attorney with a Certified General Contractor license, Master of Laws in Taxation, and Sale Associate license. Her unique accolade gives her the perfect range of experience that has helped her build a name for her self as a middle-market mergers and acquisitions attorney with a niche in the construction industry. Jacqueline’s representation includes assistance with corporate restructuring, formation, conversions, and acquisition planning related to holding company structures.
Because of her particularized skillset, she can also assist clients in various commercial transactions, including stock purchases, asset purchases, contract and loan document drafting, and negotiations.
MERGERS & ACQUISITIONS
Jacqueline provides transactional and contractual support to contractors, roofing manufacturers, and distributors in the domestic marketplace. Jacqueline also assists clients in buying and selling businesses, with a majority of the acquisitions she’s handled being in the construction industry.
- Assisted shareholders of various roofing and construction companies with pre-closing restructuring of the company pursuant to a tax-free F reorganization, and subsequent conversion of a state corporation to a state limited liability company.
- Assisted majority shareholder in the conversion from a state corporation to a Delaware limited liability company, with a subsequent election to be converted to a C Corporation in preparation for sale of company.
- Represented holding company in purchasing a roofing company and assisting with drafting and negotiations of purchase agreement, lease assignment, diligence schedules, and related transaction documents.
- Assisted seller of a roofing company with drafting and negotiations of earn-out relating to sale of business.
- Represented mechanical company’s affiliate with drafting and negotiating documents for lease build-out and real property subleases.
- Represented member in the sale of asphalt company that was seller financed.
- Assisted construction company in entering into the Florida market and establishing Florida operations.
As reflected in the foregoing, in addition to representing clients with mergers and acquisitions, Jacqueline can assist clients with needs related to the primary transaction. This includes drafting and negotiating employment or transition services agreements, lease agreements, and license agreements for intellectual property. She also counsels clients on tax planning and consults with CPAs to determine the best tax structures.
In addition to M&A transactions handled by Jacqueline, Jacqueline assists clients with complex commercial transactions. Such transactions include drafting and negotiations of promissory notes, security agreements, cross-collateralization agreements, pledge agreements, subordination agreements, affidavits related to ownership, and related loan documents.
TAX PLANNING AND TAX-FREE REORGANIZATIONS
The transactions described above include various complex tax implications and tax structures. In addition to the tax planning that comes with commercial transactions, and related mergers and acquisitions, Jacqueline has assisted various clients in the following transactions:
- Conversion from a state corporation to another state limited liability company;
- Contributions under Section 721 from a federal tax perspective;
- Federally tax-free reorganization with qualified subsidiary elections (Q-Sub);
- Tax elections available for stock versus asset purchases with analysis relating to tax allocations.
“ We are what we repeatedly do. Excellence, then, is not an act, but a habit. ”
- University of Florida Levin College of Law, L.L.M., 2018, cum laude
- Stetson University College of Law, J.D., 2017, cum laude
- University of Florida, 2014, cum laude
- Wills for Warriors, Volunteer
- VITA, Volunteer Income Tax Assistant
Areas of Practice
- Best Lawyers® Ones to Watch - Construction Law, Tax Law, Trusts and Estates, 2021-2024
- Florida Super Lawyers® Rising Stars, 2022-2023
Professional Affiliations & Memberships
- Tampa Connection Program, Class of 2023
- ABC’s NEXGEN Leadership Program, Class of 2021
- Junior League of Tampa, 2019
- Section 139 Disaster Relief Payments, Florida Roofing Magazine, May 2020, 6. Available at: https://issuu.com/roofingflorida/docs/may_2020/6.
- Coronavirus Update, Shear Bull, April 2020, 1, 3. Available upon request.
- Understanding the dollar-for-dollar tax credits given to employers from payments of qualified wages under the FFCRA, Roofers Coffee Shop, April 2020. Available at: https://www.rooferscoffeeshop.com/post/families-first-coronavirus-response-act.
- Qualified Business Deduction for Roofers, Florida Roofing Magazine, April 2019, 7-8. Available at: https://issuu.com/roofingflorida/docs/april_2019.
- New Expensing Under Section 179, Florida Roofing Magazine, August 2018, 11. Available at: https://issuu.com/roofingflorida/docs/august_2018.
- Jacqueline Feliciano & Theresa J. Pulley Radwan. Secured Transactions Flowcharts, 2018. Available at: https://www.stetson.edu/law/faculty/radwan-theresa-j-pulley/secured-transactions-flowcharts.php.
- Real Estate Sales Associate (License No. SL3531725)
- Admitted to Florida Bar (Florida Bar No. 1003252)
- Certified General Contractors (License No. CGC1521576) (State of Florida)