Driscoll R. Ugarte, P.A.

Partner

  • Driscoll R. Ugarte, P.A.
  • Phone: +1 561 962 2139

    Driscoll R. Ugarte, P.A. - LinkedIn Import to Address Book

  • Duane Morris LLP
    Boca Center Tower II
    5100 Town Center Circle, Suite 400
    Boca Raton, FL 33486-1008
    USA
  • Duane Morris LLP
    201 S. Biscayne Boulevard, Suite 3400
    Miami, FL 33131-4325
    USA

Driscoll R. Ugarte serves as a team lead of the firm's Life Sciences and Medical Technologies industry group. He practices in the area of corporate law, including private equity financings, emerging companies, mergers and acquisitions and securities. Mr. Ugarte counsels public, domestic and foreign corporations through all stages of development, from formation and operation to capital-raising and exit, including public and private offerings of equity and debt, tender offers, proxy contests, going-private transactions and recapitalizations. He is a member of the firm's governing Partners Board.

An increasing focus of Mr. Ugarte’s practice is advising single family offices on organization, tax-efficient structure and strategy with regard to direct investments and other acquisitions. He also advises start-up companies and entrepreneurs, venture capital investors and underwriters.

Mr. Ugarte regularly counsels businesses in the industries of life sciences, biotech, medical devices, pharmaceutical and biologics; real estate; agribusiness; and aerospace.  In addition to advising domestic business, he guides multinational and foreign companies in Asia, North America, Europe and Latin America on cross-border direct foreign investment and mergers and acquisitions activities.

Mr. Ugarte is a 2002 graduate of Georgetown University Law Center and a cum laude graduate of the University of Florida. Prior to entering private practice, Mr. Ugarte served as a law clerk in the U.S. Court of Appeals for the Fifth District.

Areas of Practice

  • Corporate Law

  • Securities

  • Mergers & Acquisitions

  • Private Equity

  • Emerging Growth and Venture Capital

Representative Matters

    Capital Markets, Private Equity and Venture Capital Transactions

  • Led a team of corporate, tax and real estate attorneys in connection with Lacofin Establishment’s $15 million investment in a newly formed partnership seeking to purchase an island in the Caribbean and build five star resort, single family homes, condos and deep water marina for yachts.

  • Led a team of corporate, tax and real estate lawyers in connection with the formation, organization and financing of, and investment by, four real estate development funds for which Black Salmon Capital served as manager.

  • Advised a Florida-based designer, importer, distributor and licensor of men's apparel in connection with its $150 million public bond offering, $150 million "universal shelf" public offering and $40 million secondary public offering.

  • Counseled a privately-held drug delivery technology and generic pharmaceutical company in connection with its $25 million and $10 million private offerings of partnership interests.

  • Assisted a foreign private issuer with a public follow-on offering of $43 million of ordinary shares.

  • Represented a publicly traded biopharmaceutical company in registered direct public offerings of more than $20 million for common stock and warrants to institutional investors.

  • Represented the shareholders of Ideal Protein, a Quebec-based corporation with significant U.S. operations, in the sale of a majority interest to funds advised by Apax Partners LLP, a global private equity firm.

  • Closed multiple technology-based growth company transactions, including venture capital financings, strategic alliances, licenses, development and supply arrangements totaling over $500 million in the last five years.

  • Represented a publicly traded life sciences company in several public and private securities offerings totaling more than $100 million.

  • Advised a privately-held software development company in connection with several venture capital financings in excess of $50 million.

  • Counseled a privately-held orthopedic medical device manufacturer in connection with private financings in excess of $60 million.

  • Represented a privately-held biometric fingerprint sensor designer and manufacturer in connection with private financings in excess of $80 million.

  • Represented an electronic health records/patient care management company in connection with a $500,000 investment by an angel group based in Orlando, Florida.

    • Mergers and Acquisitions

  • Represented private equity firm Roundwood Capital, LLC as lead counsel in the $21 million sale by its affiliate of all of the assets of Rite-Air Mechanical Acquisition Company, LLC, an HVAC and refrigeration company.

  • Represented former CEO of Keller Williams Realty in a divestiture of the ownership interest in three separate Keller Williams Realty franchisees.

  • Represented Scientific Air Management LLC, a hospital equipment supplier, as lead counsel in the sale of all of its assets. 

  • Represented a leading national provider of workers' compensation industry specialized cost containment services in acquiring a health care service provider that facilitates the measurement and tracking of health care quality and efficiency.

  • Advised a privately-held, Taiwan-based medical device company in connection with a multi-million dollar acquisition of a medical device product line owned by a public company based in the United States.

  • Represented a publicly traded life sciences company in connection with the purchase of assets owned by a Canadian corporation.

  • Counseled publicly traded financial services company in connection with a reverse triangular merger which resulted in the realization of significant wealth by the majority shareholders.

  • Represented a publicly traded media company in connection with its merger with another public company, valued at $38.5 million

  • Represented a publicly traded biopharmaceutical company in connection with the acquisition of a Phase 3 clinical trial-ready drug candidate and all related assets, including the intellectual property and rights to develop and commercialize the drug product.

  • Represented a publicly traded internet-based weight-loss company in connection with its merger with a provider of interactive private-label nutrition, fitness and wellness programs.

    • SEC Compliance and Corporate Governance

  • Represented Soligenix, Inc. in connection with its appeal of a delisting determination by Nasdaq Stock Market LLC for failure to comply with Nasdaq Listing Rule 5450(a)(1) (requiring common stock to maintain a minimum closing bid price of $1 for 30 consecutive trading days) and Nasdaq Listing Rule 5550(b)(1) (requiring a minimum of $2.5 million in stockholders’ equity or meet the alternatives of market value of listed securities or net income from continuing operations). Defended a plan of compliance which included the approval of a reverse stock split of Soligenix’s common stock to increase the stock price well above $1 per share and the dividend of super-voting preferred stock that mirrored the actual vote of common stock in order to overcome shareholder apathy and insure approval of the reverse stock split by Soligenix’s stockholders.

  • Regularly advise public companies in connection with the preparation and filing of periodic reports required by the Securities Exchange Act of 1934.

  • Advised publicly traded company in connection with implementation of shareholders' rights plan to discourage certain types of transactions involving an actual or potential change of control of the company.

  • Represented several public and private companies in the establishment and use of equity incentive plans and a wide range of equity incentives for executives, employees, directors and consultants.

  • Advised several public companies in corporate governance matters under the Sarbanes-Oxley Act of 2002 and related regulations.

Admissions

  • Florida

Education

  • Georgetown University Law Center, J.D., 2002
  • University of Florida, B.A., cum laude, 1999

Experience

  • Duane Morris LLP
    - Partner, 2016-present
    - Associate, 2013-2015

  • Edwards Wildman Palmer LLP (now Locke Lord LLP)
    - Associate, 2005-2013

  • Broad and Cassel, P.A. (now Nelson Mullins Riley & Scarborough LLP)
    - Associate, 2003-2005

  • U.S. Court of Appeals for the Fifth Circuit
    - Law Clerk, 2002-2003

Professional Activities

  • The Florida Bar
  • Hispanic Chamber of Commerce of Palm Beach County

  • BioFlorida

  • Association for Corporate Growth

Civic and Charitable Activities

  • Palm Beach County School Board
    - Member, Independent Sales-Surtax Oversight Committee, 2005-2016

Honors and Awards

  • Lexology / International Law Office 2017 Client Choice General Corporate Award for Florida, 2017
  • Recognized as a "Young Attorney on the Rise" by the Daily Business Review
  • Named a "Legal Elite Up & Comer" for 2016 and 2013 by Florida Trend magazine
  • Selected to the 2010 Florida Rising Stars list by Super Lawyers magazine

Selected Publications

Media Hits

  • Quoted, "A Change in SEC Rules Means Food and Booze Brands Are Raising Millions Through Crowdfunding - and Scooping up Customer Data Too," Business Insider, October 14, 2021
  • Quoted, "Tips on Buy-Sell Agreements," South Florida Business and Wealth, April 2019
  • Quoted, "Duane Morris Partner Closes Stock Sale for Biopharmaceutical Company," Daily Business Review, December 12, 2017
  • Quoted, "Licensing Share Buy Arranged for Biopharma Firm," Daily Business Review, October 11, 2016

Selected Speaking Engagements

  • Speaker, "Wealth Preservation: Are Your Assets Properly Protected From Creditors?" Duane Morris Doing Business in South Florida Roundtable Series, August 14, 2019

  • Moderator, "The Role of Private Equity and Venture Capital in Seeding the Future: Challenge and Opportunity in Early Stage Impact Investing,” Opal Group's Impact Investment Forum, West Palm Beach, Florida, April 1-3, 2019

  • Panelist, "Meet the Angels," FAU Tech Runway, Boca Raton, March 29, 2019

  • Panelist, "Business Succession Planning," The Owner's Journey, FAU Tech Runway, February 2019