IN THE
Q 3 2026
NOW
BUSINESS EDITION
PRIVATE EQUITY AND THE
MIDDLE MARKET
EDITOR’S LETTER
WELCOME Welcome to the third quarter 2026 edition of In the Know: Business Edition. This issue turns to private equity and the middle market, where risk has been building faster than most diligence teams have kept pace with it. Regulatory scrutiny has intensified across the sectors PE touches most. Tighter financing has pushed returns back onto operational fundamentals rather than multiple expansion. And owning a portfolio company carries its own exposure, separate from the risk of acquiring one. Issues that once stayed buried until late in diligence are surfacing earlier, and costing buyers more when they do. Our attorneys focused this issue on exactly that layer. Undocumented workforce arrangements. Ungoverned AI use. OSHA exposure. Entity structure gaps. Healthcare credentialing risk. We also examined what actually determines deal value after close. One risk category, in particular, still catches most teams off guard: criminal exposure, whether it turns up during diligence or arrives after the deal is already done. These risks hide in a footnote, a gap, an assumption. The buyers who fare best go looking for them first. Our Business Legal Team works across corporate, employment, regulatory, health, OSHA, liability, AI compliance, and criminal defense practices to help you find these risks before they become the deal’s problem. Thank you for your continued trust in Kelley Kronenberg. Sincerely, The Business Legal Team Kelley Kronenberg
TABLE OF
CONTENTS What Happens to Deal Value After You Sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 - 6 Ungoverned AI is a Deal Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 - 10 The Employment Liabilities That Do Not Show Up in the Data Room . . . . . . . . . . . . . . 11 - 13 Protect Your Assets Before the Deal, Not During It . . . . . . . . . . . . . . . . . . . . . . . . . . 14 - 15 Buying a Company with a Safety Problem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 - 18 Healthcare M&A: The Regulatory Layer Most Buyers Do Not See Coming . . . . . . . . . 19 - 20 When a Deal Becomes a Case: Criminal Exposure in Middle Market M&A . . . . . . . . . 21 - 23 Recent Blogs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Behind the Briefcase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Contributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 - 36 KK On Film . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Awards and Accolades. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
THE HIDDEN COST OF OWNING A PORTFOLIO COMPANY AI and Governance Compliance
66%
of private equity leaders report measurable AI-related benefits within 12 months, nearly double the 34% who said the same the year before. Source: FTI Consulting, 2026 Private Equity Value Creation Index
Post-Close Deal Failure
Labor and Employment
70%
of acquisitions fail to deliver their stated value goals; operational misalignment, undisclosed liabilities, and workforce integration failures are the primary drivers. Source: Harvard Business Review; AIHR M&A Due Diligence Analysis, 2025
60%
PE Portfolio Company Legal Exposure
OSHA and Workplace Safety
$48k
is the average cost per medically consulted workplace injury before OSHA penalties which reach up to $165,514 per willful or repeated violation. Source: National Safety Council, Injury Facts 2025; OSHA penalty schedule, 2025
4 | IN THE
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of private-target M&A deals face a claim against escrow funds post-close, most based on working capital disputes and purchase price adjustments. Source: SRS Acquiom, M&A Claims Insights & Deal Terms Data
Regulatory Compliance
47%
of PE executives expect a negative impact from the politicization of merger control enforcement, as antitrust and national security review become standard parts of early deal screening. Source: Dechert, 2026 Global Private Equity Outlook, survey of 100 senior PE executives across North America, EMEA, and APAC
The Value Destruction Window Getting these answers before closing
What Happens to determines whether the buyer actually gets what they paid for, not just what they signed % % Deal Value After for. 70 –90 YouofSign acquisitions fail to deliver their Contracts Do Not Transfer Themselves stated value goals.
Drivers: Operational misalignment, human Every target company has a stack of contracts capital friction, and hidden pre-close liabilities serve as primary value destroyers.that keep the business running – customer
By Marissa Kaliman
agreements, vendor agreements, software licenses, equipment leases. A meaningful KK Takeaway: number of them contain assignment clauses The deal team spends months negotiating that require the counterparty’s consent before The Integration Gap price, terms, and representations. Almost no the contract can transfer to a new owner. one spends the same amount of time on what You do not find out at closing when you’re happens the day after signing. That gap is missing a consent; you find out weeks later where deal value actually gets made or lost, when a vendor stops shipping, or a customer’s and it rarely shows up as a line item until it of HR teams feel less than fully procurement team flags that their contract already has. prepared to manage their technically ran with the old entity. Source: Harvard Business Review, Clayton Christensen et al.
65%
deal portfolio.
When buyers think66% about closing risk, they Drivers: cite data completeness and Plan ahead. Who is responsible for reading think about the purchase agreement. The quality as their top due diligence bottleneck, exacerbated because fewer than 20% of HRevery material contract for change of control purchase agreement gets you to the closing teams are included in early-stage and assignment language before signing? table. It does not run the business the next deal structuring. Who is tracking which consents were actually morning. What happens between signing and Source: WTW, M&A Barometer Survey obtained versus which ones were assumed? Is the first ninety days of ownership is where a there a plan for the handful of counterparties lot of deals quietly lose the value the buyer who will use the ownership change as leverage thought they paid for, and most of that has Reality The Reps and Warranties to renegotiate terms? nothing to do with the terms everyone spent so long negotiating. North American R&W insurance A missed consent is not a technicality. It is recoveries broke records at lost revenue, a renegotiated vendor rate, or The deals that hold their value after closing a customer relationship that starts the new are the ones where an operational plan million, ownership on the wrong foot. over existed before signing. Who owns contract with median payments surging to consent tracking? $ What does the transition 8.2 million per claim. services agreement actually guarantee, and Drivers: Claims are increasingly filed deep what happens it falls short? How do earnout intoifthe post-closing period, frequently long after and holdbackhitting termsportfolio interactcompanies with decisions traditional seller indemnity escrows the buyer plans to make in the first year? have fully expired.
440
$
Source: Aon, Global M&A and Transaction Solutions Claims Study
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The Transition Services Agreement Nobody Reads Twice
work well on paper. In practice, they create an ongoing relationship between buyer and seller that largely depends on the operational decisions the buyer makes after closing.
Infographic 1
In deals where the seller stays involved for a period after closing, payroll processing, IT systems, back office functions, the transition services agreement is often treated as boilerplate. It is not. That agreement determines whether the buyer actually has functioning operations on day one or is quietly dependent on a seller who has already been paid and has limited incentive to prioritize a smooth handoff.
If the seller’s earnout depends on revenue targets, and the buyer restructures the sales team or changes pricing six months in, that decision is now a potential dispute. If a holdback depends on resolving open litigation or clearing a compliance issue, the buyer AI and needs a real plan for closing that item out, not Governance Compliance just an assumption that it will resolve itself 66%the holdback period ends. of privatebefore equity leaders report
measurable AI-related benefits This is another opportunity to plan ahead. within 12 months, nearly double the 34% who said the same the The terms get negotiated as if they end at What happens if the transition period ends year before. Source: FTI Consulting, 2026 signing. In Private practice, they follow the buyer into before the buyer’s own systems are ready? Equity Value Creation Index Post-Close every operational decision made Who owns the data migration timeline? What Laborafterward. and Deal Failure Employment The buyer who has not thought through how is the fallback if a critical function the seller 70% 60% earnout and holdback provisions interact with of acquisitions to deliver theirnot get was supposed to hand off fail simply does of private-target M&A deals face a stated value goals; operational claim against escrow funds the actual running of the business is setting misalignment, undisclosed handed off cleanly? post-close, most based on working liabilities, and workforce disputes for. and purchase up a fight they have notcapital budgeted integration failures are the primary drivers.
Deals that specifySource: a transition Harvard Businessperiod Review; AIHRwithout M&A Due Diligence Analysis, 2025 specifying what success looks like at the end of it tend to discover the gap only after the seller has already moved on.
price adjustments. PE Portfolio Company Protecting Value Before the Close Legal Exposure
Source: SRS Acquiom, M&A Claims Insights & Deal Terms Data
Most of what derails value after a deal closes could be answered before it closed. It just was not asked. Bringing transactional counsel Earnouts and Holdbacks Create Their Regulatory OSHA and Compliance layer while the deal is still Own Post-Close Fights Workplace Safety into that operational 47% being negotiated, not after it is signed, is what $48k of PE executives expect a negative is the average cost per medically impact from theonce politicization of intact the business is Earnout structures and indemnification consulted workplace injury before keeps the value merger control enforcement, as OSHA penalties which reach up to antitrust and national security holdbacks exist to bridge a$165,514 valuation gap or per willful or repeated actually running. violation.
protect against undisclosedSource: risk, and they National Safety Council, Injury Facts 2025; OSHA penalty schedule, 2025
6 | IN THE
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review become standard parts of early deal screening. Source: Dechert, 2026 Global Private Equity Outlook, survey of 100 senior PE executives across North America, EMEA, and APAC
Ungoverned AI Is a Deal Risk
THE POST-CLOSE PROBLEM Infographic 2 What the data says about where middle market deals actually break down, and why it happens after the ink dries.
The Value Destruction Window
70 –90 %
%
of acquisitions fail to deliver their stated value goals. Drivers: Operational misalignment, human capital friction, and hidden pre-close liabilities serve as primary value destroyers. Source: Harvard Business Review, Clayton Christensen et al.
The Integration Gap
65%
of HR teams feel less than fully prepared to manage their deal portfolio. Drivers: 66% cite data completeness and quality as their top due diligence bottleneck, exacerbated because fewer than 20% of HR teams are included in early-stage deal structuring. Source: WTW, M&A Barometer Survey
The Reps and Warranties Reality North American R&W insurance recoveries broke records at
440
$
million, over with median payments surging to $ 8.2 million per claim. Drivers: Claims are increasingly filed deep into the post-closing period, frequently hitting portfolio companies long after traditional seller indemnity escrows have fully expired. Source: Aon, Global M&A and Transaction Solutions Claims Study
By Vanessa Rousso KK Takeaway: Somewhere in your company, an AI tool that nobody formally approved is processing data that nobody formally cleared to make decisions that nobody is properly checking. This will not show up on your balance sheet, but it will show up in your valuation (and could show up as a lawsuit). Generative AI is already embedded in ordinary business operations and deal workflows, often before anyone formally approved it. The diligence question is no longer whether a company uses AI. It is whether the company can show which tools are in use, what data goes into them, what its contracts permit, who approves and verifies the output, and what record exists if a buyer, regulator, insurer, or counterparty later asks. Acquirers who do not ask now are pricing a risk they cannot see. Balance sheets get diligence line by line. Contracts, employment practices, vendor terms, and cybersecurity controls all get reviewed. AI use often does not, even though it touches the same assets the buyer is valuing: customer information, forecasts, employee data, source code, and intellectual property. The problem is invisible AI use: tools adopted
IN THE
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department by department, embedded inside existing software, or used by employees under deadline pressure with no inventory, no approved-use rules, no contract check, and no record of human verification. In a transaction, that is not a technology issue. It is a controls issue.
Two risks sit underneath those questions. First, confidential or restricted data can leak through tools that retain inputs, train on them, or lack contractual confidentiality protections. Second, AI output can drive pricing, hiring, claims, and forecasting decisions with no audit trail showing what the tool did, what it relied on, or whether a qualified human checked it.
What This Looks Like A customer service team deploys an unapproved chatbot. Finance runs projections through a generative tool without knowing whether uploaded spreadsheets will be retained or used for training. HR screens resumés through software no one has tested for bias. Legal and operations summarize contracts and board updates through tools never cleared for confidential data. This is usually not concealment. Leadership often does not know how much AI is running inside the business. That is exactly the problem for a buyer. You cannot underwrite a risk the seller has never inventoried.
Why Buyers Are Asking Different Questions The better diligence request is: show me your AI control stack. A company should be able to answer five questions. What tools are in use? What data goes into them? What contractual or consent authority permits that use? Who owns and reviews the output? What record proves the company acted responsibly?
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Ungoverned AI creates exposure across several diligence lanes at once: privacy, employment, IP, trade secrets, contracts, cybersecurity, and regulatory compliance. It also reaches the reps and warranties. A seller cannot meaningfully represent that its AI use is compliant, secure, non-infringing, or authorized if it has never mapped that use.
The AI Control Stack Buyers Want to See A company does not need to stop using AI. It needs to account for what it uses and why. A deal-ready control stack has four parts. 1. An acceptable use policy that identifies approved tools, prohibited uses, humanreview requirements, confidentiality rules, disclosure triggers, and a named business owner, written so employees can follow it in real workflows. 2. An AI inventory and use log showing which tools are active across departments, which are embedded in vendor platforms, which data categories they process, and, for highrisk outputs, who used what tool for what task and who reviewed the result.
BEHIND THE
3. A tool-vetting checklist documenting, before approval, the business purpose, data categories, security controls, retention and deletion rights, training optout, vendor terms, ownership of inputs and outputs, and a re-review date.
4. A consent and contract layer. If the company is inputting data that belongs to someone else, it needs authority to do so. For customers, suppliers, contractors, and joint-venture partners, that authority comes from the governing agreement, an AI/data clause, or a standalone consent. For employees and applicants, it belongs in a dedicated HR privacy notice. IN THE
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For new relationships, the cleaner solution is negotiated AI/data language in the underlying agreement: define AI systems broadly, prohibit uploading confidential information into third-party AI systems absent an approved closed environment or written consent, bar model training on confidential information, require flow-down to representatives, and impose notice and cooperation obligations after an unauthorized disclosure. A standalone consent fills the gap for existing relationships, pilots, and counterparties where reopening the contract is unrealistic. Either way, the value is the record that the counterparty was told what would be processed and how it would be protected. Generic templates create false comfort here. Liability language must be reconciled against the governing agreement’s indemnity and caps, and personal-information categories checked against the applicable privacy regimes. The form is a starting point; the value is in the tailoring. What Needs to Exist Before You Get to the Table Before launching a process, a seller should be able to produce a concise AI diligence packet: the inventory, approved-tools list, acceptable-use policy, vetting checklist, consent form, contract clause, high-risk use log, incident-response pathway, and vendor data-processing terms for tools touching sensitive information. It need not be overbuilt. It needs to be real, current, and consistent with how the business operates. 10 | IN THE
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Acquirers should make AI governance its own diligence line item, not a throwaway question inside cybersecurity. Ask whether confidential, personal, or deal data has gone into third-party tools, whether training optouts are documented, who approves new tools, and how outputs are verified before they drive material decisions. Then translate the answers into deal terms: remediation covenants, special indemnities, disclosure schedules, and closing conditions. AI governance is not just a risk to identify. It is a risk to price, allocate, and operationalize. Sophistication does not get a company through diligence cleanly. Provability does. Ungoverned AI does not become less risky because it is common. It becomes a deal risk when it is invisible. This is the conversation I have with acquirers and portfolio company owners before it becomes the reason a deal slows down. Together, we build the documentation, policies, and oversight structure that hold up when a buyer starts asking questions. If you are not sure your company could answer those questions today, that is worth a conversation now, not during diligence.
BEHIND THE
The Employment Liabilities That Do Not Show Up in the Data Room By David Harvey KK Takeaway: Standard M&A due diligence checklists were built to catch what is written down. The employment liabilities that actually derail deals are the ones that were not: years of miscalculated overtime, key employees with nothing stopping them from walking out and competing, a workforce quietly organizing or quietly suing, and employees on leave who resurface as someone else’s legal obligation after the ink dries.
I have reviewed a lot of data rooms over three decades of employment practice. The documents are always there. Payroll records, offer letters, the handbook . . . The information that actually predicts whether a workforce is going to cost the new owner money in year one is usually the information nobody wrote down.
Hours Worked is not Always What Was Recorded Overtime miscalculation is one of the most expensive liabilities buried inside a target company, and payroll data alone will rarely surface it. Watch for: •
Employees classified as exempt who do not actually meet the duties test under the Fair Labor Standards Act
•
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Tariff Volatility and the Middle Market Deal By David S. Henry, David A. Gonzalez, and James S. Coons Deal teams are trained to look for financial and contractual risk in a target company. Few are trained to look for a liability claim that has not been filed yet. Our General Liability attorneys in the product liability practice space, we defend companies against product defect and failure lawsuits, and tariff driven manufacturer changes are creating exactly this kind of latent exposure inside companies that are being bought, sold, or recapitalized right now.
What a deal team should be asking about a recent manufacturer change: Has quality control actually transferred to the new manufacturer? •
Inspection standards and tolerances from a prior manufacturer rarely carry over automatically when production moves quickly to avoid tariff costs.
•
If that documentation does not exist and a product later fails, the gap becomes the strongest evidence in a plaintiff’s case, and it becomes the buyer’s problem if the shift happened before close.
Is there an indemnification provision naming the new manufacturer? •
•
Manufacturing relationships set up under time pressure often skip this protection entirely; and even if you do provide for indemnification in your purchase agreement, does your state law allow you to contractually insulate your company from successor liability claims? Without adequate protections, a company facing a product liability claim can be left absorbing the full exposure alone, with no ability to bring the predecessor manufacturer into the case, a detail that rarely surfaces until the lawsuit is already filed.
How recently did the manufacturer change, and has anything failed yet? •
A shift made six months or a year ago can carry exposure that has not shown up in a claim simply because nothing has failed yet.
•
That is a real, unpriced risk sitting on the target company’s books, and it will not appear in financial diligence because no claim exists to disclose.
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•
Regular rate calculations that leave out bonuses or incentive pay required to be included for overtime purposes
None of this appears as a line item in a data room. It surfaces later, as a Department of Labor investigation or a collective action, and by then the exposure belongs to the buyer.
You Bought the Shell. The Business Can Leave with the People. A target company’s value rarely sits in its assets. It sits in the client relationships, the institutional knowledge, and the trust specific employees carry. Without enforceable non-competes, non-solicits, or retention agreements in place before close, a buyer can acquire the entity and watch key employees leave within months, sometimes straight into a competing venture built on the same client relationships the deal was priced around.
Employees on Leave Do Not Disappear from the Balance Sheet Employees on FMLA or ADA leave are easy to miss in diligence because they are not actively working. Their legal protections may not pause for a transaction. If the buyer acquires (most) of the workforce it is typically treated as a “successor employer.” This means it has also acquired the obligation to reinstate or accommodate these “ghost employees,” whether or not that obligation made it into the purchase agreement. Is your new workforce about to organize or become passive aggressive litigants? Organizational change (and resulting anxiety)
can be a driver for unionization, EEOC charges and litigation.
BEHIND THE
Before You Close, Confirm the Following: •
•
Audit wage and hour practices directly rather than relying on the target’s selfreported compliance. Confirm which key employees are actually bound by enforceable restrictive covenants under current state law.
Workforce risk is not a line item you catch by reading the handbook. It is a line item you catch by asking the questions the handbook was never going to answer.
Diligence questions worth adding to any transaction involving a recent supply chain shift: •
Does an indemnification provision naming the new manufacturer exist, when was it executed relative
•
•
•
Ask direct questions about internal complaint history and any organizing activity, current or recent.
to the shift itself, and is the provision valid under the applicable state law? •
product liability of purchasing entities,
If you are keeping their workforce, develop a communication plan designed to ease their anxiety and concerns and build excitement about the new venture. Get a full accounting of employees on leave and the specific obligations that transfer with them.
Does applicable state law recognize successor notwithstanding the terms of the parties’ underlying agreement, or a “product line exception” holding the new manufacturer strictly liable for defective products manufactured by the predecessor when it continues manufacturing the same product line?
•
Is there documentation of quality control standards and inspection protocols for the new
Most of this gets missed for a simple reason. Deal teams typically loop in employment counsel only after a problem has surfaced, at which point the fix is expensive and the leverage to negotiate around it is gone. I sit on the firm’s Business Legal Team alongside colleagues across AI compliance, healthcare, maritime, and equine law, to name a few, which means workforce diligence does not happen in isolation from the rest of the deal. We can be at the table from the start rather than getting called in after the fact.
manufacturing relationship? •
When did the manufacturer change, and has the target disclosed it as a standalone item rather than folding it into general supply chain commentary?
A recent manufacturer change rarely shows up as a red flag in a data room. It shows up two years later as a lawsuit with the new owner’s name on it. When working with deal teams and business owners, we aim to identify and analyze this potential exposure before it reaches that point, whether the transaction is already in progress or still being structured.
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Protect Your Assets Before the Deal, Not During It By Michael Wild KK Takeaway: Asset protection only works if it happens before a deal is on the table. Once a sale, transfer, or capital raise is in motion, restructuring ownership or moving assets can look less like planning and more like a fraudulent transfer. The owners who protect the most are the ones who start the conversation years before they need to.
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Business owners tend to ask about asset protection at the same moment, when a private equity group wants to buy the company, a strategic partner wants in, or it is finally time to bring in outside capital after years of building the business alone. The question is always some version of the same thing. Now that this is happening, what do I need to do to protect what I have built? Most of what protects you needed to happen before this moment. That is not the answer anyone wants once a deal is already in motion, but it is the one that saves the most money over time.
Why Timing is the Whole Game Florida’s fraudulent transfer laws care about timing and intent. Restructuring your entities, moving assets into a trust, or changing how you hold title after a deal is already on the
horizon can be unwound by a court, especially if a creditor or a disgruntled party later argues the moves were made to put assets out of reach. Do the same restructuring years before any transaction exists, with no claim on the horizon, and you are squarely inside what Florida’s asset protection statutes were written to encourage. This catches business owners off guard for an understandable reason. A sale or capital event is what makes protection feel urgent, so it is when most owners start asking about it. By then, the window for the cleanest planning has often already narrowed. What Entity Structure Has to Do with Deal Value
What This Looks Like Done Right Handled early, this work is straightforward. Limited liability companies and family limited partnerships separate business risk from personal wealth. Ownership gets structured so a future sale, transfer, or capital raise does not require unwinding years of commingled assets. The structure gets reviewed periodically as the business grows, rather than only when a transaction appears. Florida’s asset protection tools, including its homestead exemption and tenancy by entireties protection, rank among the strongest in the country, but only for owners who put them in place ahead of time.
The Conversation to Have Now
Entity structure shapes more than asset protection. It shapes what a buyer is actually acquiring and how cleanly the deal can close. A business held in a single entity with personal assets commingled inside it, or with ownership scattered across family members and side entities without clear documentation, creates diligence problems that slow a deal down or reduce what a buyer is willing to pay. Buyers underwrite clean structures faster, and price accordingly.
If you are years away from selling or bringing in outside capital, that is the right time to have this conversation. If a deal is already in motion, the options narrow, but they are not gone. The sooner that conversation happens, the more room there is to work with.
Getting this right before a sale means separating the entity holding the business from personal real estate, investment accounts, and other holdings, maintaining formalities, and documenting ownership clearly enough that diligence does not surface questions nobody has answers to.
As a member of Kelley Kronenberg’s Business Legal Team, I focus on entity structure and asset protection, and I work alongside our M&A and private equity attorneys to help owners get their structure right long before a sale, transfer, or capital event puts it to the test.
I have this conversation with business owners as early as they will let me, because the planning that holds up under scrutiny is never the planning done in a hurry.
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Buying a Company with a Safety Problem By Gary L. Brown KK Takeaway: Past OSHA violations, pending citations, and a target company’s jobsite injury history rarely show as a point of discussion in a purchase agreement. They show up later, as post-closing liability the buyer inherited without understanding the implication or factoring that into how the deal was priced. A safety record is a deal term, whether or not anyone puts it in the letter of intent or formal purchase agreement. I have represented contractors and manufacturers through OSHA investigations for years and have seen where the purchaser’s failure to recognize and appreciate this risk was costly. A team runs through due diligence on financials, tax implications, and intellectual property with real rigor, often overlooking the target company’s OSHA history or simply a “check the box” confirming no open citations, rather than a genuine risk assessment of the company’s past safety record and potential for future OSHA compliance issues. This is entirely avoidable.
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What an Open OSHA Matter Actually Looks Like A pending citation is not a settled fact. It is a matter still moving through a process, and where it sits in that process changes what a buyer is actually taking on. When OSHA cites an employer, the company has fifteen working days to contest the citation before it becomes a final order. A citation under contest is not a final liability but a contingent one. It is an open dispute that could be reduced, settled, or vacated, and a buyer who treats it as a fixed number on a spreadsheet is either overpaying for risk that may not materialize or underpricing risk that could get worse. Abatement status matters just as much. A citation can be final while the underlying hazard is still unresolved, meaning the company is under an ongoing obligation to correct the condition and document that correction, sometimes with follow-up inspections to confirm compliance. A buyer who does not ask where a company stands on abatement may be stepping into that obligation without knowing it exists. Then there is the distinction between violation categories. A repeat violation carries penalty multipliers that a first-time citation does not, and it signals a pattern rather than an isolated incident. A willful violation is more serious still. It means OSHA determined the company knew about a hazard and chose not to address or correct it, and in the case of a worker death, that finding can support a criminal referral. Knowing which category a citation falls into, and why, tells you far more than the penalty amount alone does.
Why This Belongs at the Diligence Table, Not After It I sit within Kelley Kronenberg’s Business Legal Team, and I work alongside our M&A and private equity attorneys on deals where safety exposure is part of the operational picture, not a side issue handled after the fact. That collaboration matters because OSHA diligence is a specialized read. Knowing how to pull an establishment’s inspection history, interpret where a citation sits in the contest and abatement process, and assess
whether an injury pattern reflects a real culture problem is a different skill set than structuring the transaction itself. The two work best together, early, not sequentially. Deal teams that bring OSHA counsel in during diligence, rather than after a problem surfaces post-closing, are the ones who catch the difference between a citation that is genuinely resolved and one that only looks resolved on paper. That distinction shapes real deal terms, including price, indemnification language specific to pre-closing safety liabilities, and whether funding should wait on closing out open items. IN THE
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phic 2Injury History Is a Separate Signal from Citations
Citations tell you what OSHA caught. Workers’ compensation claims and OSHA 300 injury logs tell you what actually happened on site, and the two do not always match. A company can carry a clean citation file and still show an injury pattern that never triggered an inspection. That pattern can be a leading indicator of safety culture, and safety culture determines whether the next incident happens on your watch or the seller’s. Diligence should pull the last three years of OSHA 300 logs alongside citation history and compare injury rates against the industry average for that NAICS code. A target running well above average has an operational problem a clean citation record will never reveal. A safety problem you find before closing is a negotiating point. A safety problem you find after closing can be a liability with your name on it. As a member of Kelley Kronenberg’s Business Legal Team, I advise companies both before problems start, helping build safety programs that hold up better to inspection, and OSHA comes knocking, guiding employers through an active investigation. I bring that same experience to the table alongside our M&A and private equity attorneys during diligence, giving buyers a clear read on safety exposure and its implications before it becomes their liability.
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HEALTHCARE M&AInfographic IS A DIFFERENT TRANSACTION The regulatory and operational layer that makes healthcare deals categorically more complex than other middle market transactions. Healthcare deals do not fail on structure. They fail on regulation buyers did not see coming.
33
states plus D.C. enforce some form of the corporate practice of medicine doctrine,
barring non-physicians from owning practices or controlling clinical decisions. More than a dozen states have advanced new CPOM and MSO restrictions in 2025 and 2026. Source: LegalClarity, Corporate Practice of Medicine 50-State Analysis, April 2026
67
%
of healthcare M&A deals face provider enrollment delays past 90 days,
costing $12,000 to $15,000 per provider per month while the gap lasts. Source: Veracity EG, Mergers, Acquisitions, and Credentialing Chaos, December 2025
Global healthcare private equity deal value hit a record
191
$
billion in 2025, making it one of the most active and heavily regulated post-close environments in the middle market. Source: Bain & Company, Global Healthcare Private Equity Report 2026
Healthcare BEHIND THE M&A: The Regulatory Layer Most Buyers Do Not See Coming By Elizabeth P. Perez and Brandon M. Thompson KK Takeaway: Healthcare M&A carries every diligence requirement of a standard transaction, plus a regulatory layer that does not exist anywhere else. Buyers who treat healthcare due diligence like general M&A due diligence with a few extra boxes checked are the ones who find out what they missed after the deal has already closed. If you have done deals outside healthcare, the instinct is to run the same playbook. Verify the financials, confirm the assets, close, and move on. Healthcare due diligence starts with everything you would already do on any transaction, but it does not stop there. The layer on top of that is where healthcare deals get complicated, and where buyers who skip it end up paying for what they missed.
Ownership Structure Has Rules You Will Not Find in a Typical Deal Most states restrict who can own and control a medical practice. The corporate practice of medicine doctrine exists in some form across the majority of states, and it generally prohibits non-physicians from owning a practice or controlling clinical decisions. That means the ownership structure of a healthcare acquisition often has to route through a physician-owned entity, with the PE-backed management company operating alongside it through an MSO arrangement rather than owning the practice directly. Get this wrong, and you are not looking at a paperwork fix. You are looking at a business model that may not hold up to state scrutiny. Fee-splitting is a related trap. Structuring compensation or revenue-sharing in a way that ties payment to referrals, rather than to services actually rendered, is prohibited in most states regardless of how the arrangement is labeled. And if the target includes a nonprofit entity, keeping forprofit and not-for-profit operations properly separated matters just as much. A for-profit acquirer’s profit motive cannot bleed into a 501(c)(3) target’s operations. Blur that line, and the nonprofit can lose its tax exemption entirely.
Licensure and Certificate of Need Move on Their Own Timeline Every facility and provider group involved needs to be verified against its licensure and accreditation status, whether that is Joint IN THE
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Commission accreditation, AHCA licensure in Florida, or CMS certification. A change in ownership typically triggers a Change of Ownership filing, known as a CHOW, with both CMS and the applicable state agency, and that filing does not move at deal speed. Depending on the provider type and the state, you may also need a Certificate of Need. Florida narrowed CON requirements in 2019, but plenty of other states still require it broadly, so this has to be checked state by state rather than assumed. Fraud and Abuse Diligence Is Its Own Discipline This is where healthcare M&A diverges furthest from a standard deal. The False Claims Act, the federal Stark Law, and the federal Anti-Kickback Statute all govern how healthcare entities can structure compensation, referrals, and financial relationships, and Florida has its own AntiKickback Statute that tracks the federal safe harbors. The two questions that matter most across all of this are whether compensation reflects fair market value and whether any payment is tied to the volume or value of referrals. Reviewing existing revenue cycle practices against the False Claims Act is not optional, since billing practices that were routine for the seller can become the buyer’s liability the moment the deal closes. HIPAA diligence runs alongside this. Reviewing any data containing protected health information requires a business associate agreement, and diligence should include a real risk analysis of the target’s 20 | IN THE
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administrative, physical, and technical safeguards, not just a confirmation that a HIPAA policy exists on paper. If the deal involves an EHR system transition, that transition needs its own diligence track, since data migration and continuity of care issues surface fast once systems change hands. Contracts Carry the Same Risk Twice Payor contracts need review specifically for CHOW provisions, since some payor agreements do not survive a change of ownership without separate notice or reassignment, and a gap here means a gap in reimbursement. Every other existing contract, provider employment agreements, facility leases, vendor arrangements, needs the same fraud and abuse review applied to the deal itself. A compensation arrangement buried in a legacy employment agreement can carry the same Stark or Anti-Kickback exposure as anything negotiated fresh at closing. Where This Belongs on the Deal Team None of this is a reason to avoid healthcare acquisitions. It is a reason to build regulatory counsel into the deal team from the start, not bring them in after the structure is already set. Mapping corporate practice of medicine exposure, verifying licensure and CHOW timelines, and running fraud and abuse review across both the transaction and the target’s existing contracts is work that has to happen alongside financial and legal diligence, not after it.
BEHIND THE
When a Deal Becomes a Case: Criminal Exposure in Middle Market M&A
Every middle market deal I’ve reviewed treats criminal risk as an afterthought. Financial risk gets modeled. Regulatory risk gets a checklist. Criminal risk gets a single line item, if it gets one at all, handled by deal lawyers who are excellent at structuring transactions and unfamiliar with how a criminal investigation actually unfolds. That blind spot is where deals get expensive, and closing it is most of what I do.
By Timothy Armstrong
Where it Actually Shows Up
KK Takeaway:
Criminal exposure in a middle market transaction tends to surface in one of three ways.
Criminal exposure in a middle market deal rarely announces itself. It surfaces as a compliance footnote in diligence, or worse, as a subpoena eighteen months post-close. By the time it looks like a criminal matter, the deal team is usually the last to know they needed a criminal lawyer in the room.
The first is target conduct that turns up during diligence itself: a pattern in the books that looks less like aggressive accounting and more like fraud, a compliance file with an unresolved IN THE
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regulatory referral sitting in it, an employee complaint that was quietly settled instead of investigated. None of this shows up labeled as a criminal issue. It shows up as a footnote, and it’s easy to underweight.
during diligence and moved forward anyway. Criminal exposure doesn’t respect the corporate veil the way civil liability sometimes does, and it doesn’t stay confined to the entity being acquired.
The second is executive exposure for preclose conduct. A target’s officer or founder can carry personal criminal liability for decisions made before the deal ever closes, and that liability doesn’t stay contained to the individual. If that person is staying on postclose, or if the conduct touches the entity itself, the buyer inherits a problem it didn’t structure for.
When to Bring in Criminal Counsel
The third is the one deal teams fear most because it arrives after the deal is done: post-close discovery. A DOJ inquiry, a whistleblower complaint, a grand jury subpoena, none of it politely waits for closing to happen first. When it lands after the ink is dry, the buyer is now dealing with a criminal matter attached to an asset it already owns, with far less leverage than it had at the negotiating table.
The instinct is to bring in a criminal lawyer once something looks like a criminal matter. By then, the window to manage it quietly, correct it, disclose it, or price it into the deal has usually closed. Criminal counsel needs a seat during diligence, not after a subpoena arrives, because the questions a criminal lawyer knows to ask are different from the questions a transactional lawyer asks. A corporate attorney reviewing a compliance file is checking for accuracy and completeness. A criminal attorney reviewing the same file is checking for what it says about intent, timing, and who knew what and when, because those are the facts that determine whether something is a disclosure problem or a prosecution. What Goes Right
Who’s Exposed The honest answer is more people than the deal team expects. Consider a distribution company whose founder personally guaranteed the accuracy of inventory and compliance records to close a sale, then those records turn out to have concealed a known safety violation. The company faces exposure. So does the founder, even after the sale closes. So, potentially, does anyone on the buyer’s side who saw a red flag 22 | IN THE
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The deals where this works well look different from the deals where it doesn’t. When criminal counsel is embedded early, a flagged issue in diligence becomes a negotiating point instead of a landmine, a purchase price adjustment, an indemnification carve-out, a holdback tied to resolution, rather than a deal that blows up six months after closing. It also changes how a disclosure gets made if one is needed. A voluntary disclosure made proactively, on the buyer’s terms and timeline, is treated very differently by regulators than
the same facts surfacing through a subpoena. Deal teams that get this right close faster, not slower, because they’re not relitigating a discovered problem after the fact. They priced it, structured around it, and moved on.
the picture. I can look at a diligence file and tell a deal team, in the same conversation, what it means for the purchase agreement and what it means if a regulator ever asks about it. For a middle market buyer, that’s the difference between structuring around a risk and discovering one after it’s already yours.
Infographic 4
This is precisely where I sit. I handle both corporate transactional matters and criminal defense, which means I’m not translating between two lawyers who each only see half
WHEN THE DEAL HAS A LEGAL SHADOW Criminal exposure in middle market M&A does not always appear in the data room.
The Whistleblower Surge Stat: The DOJ recovered a record-breaking $6.8 billion in False Claims Act settlements and judgments in fiscal year 2025—the highest single-year total in history. The Velocity: Whistleblowers filed an all-time high of 1,297 new qui tam lawsuits, signaling that post-close regulatory scrutiny is fundamentally accelerating. Source: Bain & Company, Global Healthcare Private Equity Report 2026
The Six-Month Safe Harbor Countdown Stat: 6 months. That is the strict post-close window provided by the DOJ’s M&A Safe Harbor Policy to voluntarily self-disclose criminal actions found at a target company. The Rule: Disclose within 6 months and remediate within 12 months to qualify for an official presumption of declination. Miss this window, and your fund assumes uncapped successor liability. Source: U.S. Department of Justice, Corporate Enforcement Policy Guidelines
The Precedent (Case in Point) Stat: $3.3 million in forfeiture was paid by a newly acquired portfolio company, while its private equity owner (White Deer Management LLC) walked away with the DOJ's first-ever formal M&A Safe Harbor declination. The Core Variable: The former CEO pleaded guilty to inherited sanctions violations, but because the PE firm self-disclosed immediately upon discovery, the fund itself was completely shielded from criminal charges. Source: U.S. Department of Justice, National Security Division Enforcement Records
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RECENT
BLOGS Click the links below to read recent blogs from Kelley Kronenberg’s Business Legal Team.
CONSTRUCTION LAW
COPYRIGHT & TRADEMARK
DATA PRIVACY, TECHNOLOGY, AND SOCIAL MEDIA
INTELLECTUAL PROPERTY
LABOR & EMPLOYMENT
REAL ESTATE
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WORKERS’ COMPENSATION
Click Here to View More Kelley Kronenberg Blogs.
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BEHIND THE
BRIEFCASE ATTORNEY SPOTLIGHT
Joshua H. Rosenberg
Partner/Business Unit Leader Miami, FL jrosenberg@kklaw.com Click here for Bio
What drew you to this particular area of law initially? I have always enjoyed working with the elderly—the stories, the experience, and the history all interest me. Whether with vulnerable adults in a guardianship or in estate planning, my work gives me the ability to assist people in unique ways. What excites you most about the future of your practice area? Making a real-world difference with those who need our assistance is an amazing experience. Whether it is taking an elderly person and providing them with food, shelter, and care or giving grieving family knowledge that they will be provided for, working on behalf of incapacitated people provides direct and tangible results for some of the most vulnerable in society. What do you find most rewarding about working with clients? Often, there is a sense of hopelessness in our cases. People don’t know where to assist vulnerable people and when they do need help, it is usually on an urgent or emergency basis. We take some of the stress that they are experiencing, place it on our shoulders, and let them concentrate on the people that most urgently need help. Because of our unique knowledge, we become the hub in the center of the wheel of their lives. We solely practice in the areas of elder law, probate, wills/trusts, and guardianship, but to represent clients in these areas you have to consider almost every part of their personal and financial lives. Doing this effectively means that we pull together multiple specialties to solve the problem, allowing clients to get relief in multiple ways at once. That ability to give clients a way to decompress and feel supported is what makes our job most enjoyable. What’s your favorite vacation spot, and why? I have been lucky and traveled many places, after working in Europe for a period of time. However, the island of Formentera in Spain is one of the most amazing places I have ever been. The clear water, food, and relaxation cannot be replicated. If your colleagues had to describe you in three words, what would they say? Hard working, knowledgably, and practical. I want to get things right, but I also work in a world where being able to move quickly is important. Our clients experience life-changing issues that cannot wait to be addressed. This emergency-based practice means that we have to be available to those needing our advice. Families dealing with issues associated with death, dying, and mental health issues cannot wait. For us to be successful, you have to think about people’s needs and what is most effective to get the job done. The team I lead exudes all of these qualities.
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MEET THE
CONTRIBUTORS Vanessa Rousso Partner/Business Unit Leader Fort Lauderdale, FL Email Vanessa Rousso
Vanessa Rousso is a Partner and Business Unit Leader at Kelley Kronenberg, focusing her practice on business litigation and complex transactional matters across commercial real estate, corporate, construction, and healthcare. Vanessa provides clients with forward-thinking counsel at the intersection of litigation, deal strategy, and business innovation. Her practice spans high-stakes commercial disputes, sophisticated transactional matters, and strategic advisory engagements for companies, developers, contractors, brokerage firms, entrepreneurs, and ultra-high net worth individuals. As one of the pioneering legal practitioners in artificial intelligence compliance and governance, particularly in South Florida, Vanessa provides risk mitigation strategies and specialized consulting to businesses involved with AI technology. Vanessa advises clients on the complex legal risks associated with AI implementation across all phases: pre-deployment risk assessment, implementation oversight, and post-deployment compliance monitoring. Her technological fluency,
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broad knowledge of AI technology and applications, and her proficiency as a coder using Python enable her to provide uniquely informed guidance on AIrelated legal challenges. Vanessa’s highly strategic legal approach was cultivated in the courtroom, the boardroom, and on the global stage as an internationally acclaimed professional poker player and media personality. With more than $4.5 million in tournament winnings and extensive global media experience, Vanessa brings a high-performance decision-making framework to every matter she handles, along with a proven ability to thrive in high-pressure, highstakes environments. Vanessa earned her Bachelor of Arts in Economics from Duke University, graduating cum laude, with studies focused on game theory and strategic decision-making. She received her Juris Doctor from the University of Miami School of Law, where she graduated magna cum laude and was inducted into the Order of the Coif. Vanessa is fluent in French and proficient in Spanish.
Elizabeth P. Perez Partner/Business Unit Leader Fort Lauderdale, FL Email Elizabeth P. Perez
Elizabeth Perez is a Partner and Business Unit Leader at Kelley Kronenberg with a practice dedicated to health law and a member of the firm’s Business Legal Team. She brings over twenty-five years of comprehensive legal experience representing health care providers in regulatory compliance, commercial litigation, and criminal defense matters. Prior to joining Kelley Kronenberg, Elizabeth founded and managed her own boutique law firm specializing in health law and commercial litigation. Her experience includes practicing at some of South Florida’s most prestigious law firms, where she represented health care providers in license investigations and disciplinary actions before various professional boards, handled Medicare and Medicaid provider terminations and appeals, and advised clients on the ever-changing federal and state healthcare laws. She has also served as a Partner at a regional law firm and as an Associate at a large international firm, where she handled complex commercial litigation, health care regulatory compliance, and white-collar criminal defense. Elizabeth began her career as an Assistant Public Defender in the Eleventh Judicial Circuit, where
she represented indigent clients in all aspects of criminal defense and brought more than fifty trials to verdict. Elizabeth is recognized as an AV Preeminent® attorney, which is the highest peer rating standard. This is given to attorneys who are ranked at the highest level of professional excellence for their legal expertise, communication skills, and ethical standards by their peers. Also, she has consistently received the South Florida Legal Guide “Top Lawyer” in Health Law recognition since 2015 to the present. She graduated from Florida State University with a Bachelor of Arts in Communication Studies and a minor in English Literature, where she served as President of Lambda Pi Eta Communications Honor Society. Elizabeth earned her Juris Doctor from The Florida State University College of Law, where she received the Florida MPLE Scholarship, the Torchbearer Leadership Award, and served as VicePresident of the Spanish American Law Student Association. Elizabeth is fluent in Spanish.
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MEET THE
CONTRIBUTORS Brandon M. Thompson Attorney Fort Lauderdale, FL Email Brandon M. Thompson
Brandon Thompson is an attorney at Kelley Kronenberg, focusing his practice on health law litigation. He brings comprehensive experience in healthcare regulatory compliance, insurance appeals, and health services administration. Prior to joining Kelley Kronenberg, Brandon worked as an associate attorney appealing wrongfully denied and delayed insurance claims through insurance carriers’ internal appeals processes, utilizing federal regulations and state statutes to resolve claims and analyzing payer policies and managed care contracts to settle disputes. His experience includes serving as a legal extern for a major healthcare system’s compliance services, where he researched statutory and regulatory requirements for drafting policies on information blocking and provider-based rules, and as a legal extern for legal services conducting research on
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clinical policy, contracts, licensure, compliance, and employment law. He has also worked as a legal intern drafting motions for summary judgment and conducting research on discovery matters. His healthcare background includes working as a service representative managing Medicare enrollment and benefits determination, as a patient access representative handling insurance verification and account management, and as a laboratory management intern implementing equipment to reduce adverse events. Brandon earned his Bachelor of Science in Psychology with a minor in Asian Studies from the University of Florida. He received his Master of Science in Health Services Administration from the University of Central Florida and his Juris Doctor cum laude from the University of Florida Levin College of Law.
Timothy P. Armstrong Partner/Business Unit Leader Jacksonville, FL Email Timothy P. Armstrong
Tim Armstrong is a Partner and Business Unit Leader at Kelley Kronenberg, focusing his practice on complex commercial litigation, family law, criminal defense, and general liability and third-party insurance defense. He brings over two decades of diverse litigation experience spanning insurance defense, criminal prosecution and defense, civil litigation, and corporate matters. Prior to joining Kelley Kronenberg, Tim served as Of Counsel at a law firm representing defendants in complex civil litigation including automobile cases, premises liability, wrongful death actions, and HOA litigation. He represented major carriers, international corporate clients, and various hotel and property management companies. He was previously the founder and manager of The Armstrong Law Group, handling a comprehensive practice including civil litigation, corporate matters, plaintiff representation, and criminal defense. Over his career, he has represented over 200 civil clients, over 1,200 criminal defendants, and defended complex insurance defense cases for major the country’s largest insurers. Prior to starting his own firm, he worked as an associate attorney in insurance
defense and as an Assistant Public Defender, where he maintained an average caseload of over 150 clients at any given time and was selected in 2002 as the only Assistant Public Defender to attend the Advanced Trial Institute at Mercer University School of Law. Tim earned his Bachelor of Science in Business Administration from Jacksonville University. He received his Master of Business Administration with a focus on Finance and International Finance from American University. He earned his Doctor of Jurisprudence, cum laude, from the University of Miami School of Law, where he served as a member and editor of the Business Law Review and received the Best Brief award in Advanced Moot Court. Tim has extensive teaching experience, serving as an Adjunct Professor at Webster University, where he taught Business Law and International Finance at both the undergraduate and graduate levels, including classes at Jacksonville Naval Air Station, and at Florida State College at Jacksonville, where he taught Legal Research and Writing in the Paralegal Professional Program.
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MEET THE
CONTRIBUTORS Marissa Kaliman Partner Fort Lauderdale, FL Email Marissa Kaliman
Marissa Kaliman is a Partner at Kelley Kronenberg, focusing her practice on business and corporate transactions, with an emphasis on regulatory compliance. She brings over sixteen years of legal and finance experience helping companies develop and expand their businesses through hands-on, business-oriented solutions. Prior to joining Kelley Kronenberg, Marissa served as General Counsel and Vice President of Compliance for a highly regulated finance company, where she launched the legal department, established corporate governance guidelines, and led multiple state examinations. She previously worked as Associate General Counsel for one of the largest independent car dealers in the country, where she served as lead counsel on financing, acquisitions, real estate transactions, and compliance matters. Her experience also includes working as an associate at a boutique firm specializing in commercial and real estate matters for global companies, and as an associate at a national law firm handling regulatory compliance and litigation for major financial services institutions. She has also
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worked in corporate investigations, representing executives in government investigations and as an analyst managing commercial mortgage-backed securities loans. Marissa earned her Bachelor of Arts in International Relations and History & Policy with a minor in French, graduating with Honors from Carnegie Mellon University, where she served as President of the Spanish & Latin Student Association. She received her Juris Doctor from American University Washington College of Law, where she served on the Journal of Gender, Social Policy & the Law and completed internships with the United States Securities and Exchange Commission, Financial Industry Regulatory Authority, and United States Bankruptcy Court. Marissa serves as a Board Member of the National Automobile Finance Association and as a Mentor in the Florida Bar Counsel to Counsel Mentoring Program. She is fluent in Spanish and conversational in French.
David S. Harvey Partner/Business Unit Leader Tampa, FL Email David S. Harvey
David Harvey is a Partner and Business Unit Leader at Kelley Kronenberg, focusing his practice on labor and employment law. Since 2001, he has been Board Certified in Labor and Employment Law by The Florida Bar. David’s practice is dedicated to representing employers in various employment and labor-related matters, including litigation, counseling, HR risk management, day-to-day advice, training, and policy development. He represents employers in state and federal courts across the United States and has advocated for them before key employmentrelated agencies such as the EEOC, DOL, NLRB, and FCHR.
With over 30 years of employment and litigation experience, David is a seasoned attorney adept at managing and resolving complex litigation and compliance issues. He has extensive experience crafting fair and legally compliant employment strategies, union avoidance tactics, and improving working conditions for both large Fortune-rated companies and small businesses across the United States. David has successfully negotiated settlements in numerous HR disputes, ranging from a few hundred dollars to $30 million. David holds a Bachelor’s degree in Accounting from The University of Akron and a Juris Doctor from the University of Florida Law School.
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MEET THE
CONTRIBUTORS Michael D. Wild Managing Partner at Wealth Family Protection PLLC, a division of Kelley Kronenberg Fort Lauderdale, FL Email Michael D. Wild
Michael Wild serves as Managing Partner of Wealth Family Protection PLLC, a division of Kelley Kronenberg, where he also serves as Of Counsel. He specializes in sophisticated estate planning and asset protection strategies for high-net-worth individuals and business owners, focusing on wealth preservation during life and maximizing asset transfer after death. Michael also handles the unique issue of Crypto Asset Protection. With extensive experience in estate planning, wealth transfer, probate administration, and asset protection, he implements a holistic approach to planning, working closely with clients to develop comprehensive strategies that protect and preserve their wealth across generations. Michael’s legal career has been hallmarked by his role as managing partner at a successful South Florida law firm. His professional background includes experience as a Financial Associate and Operations Assistant in the private sector. He has consistently been recognized for his excellence in law, earning an AV® Preeminent Rating from Martindale Hubbell and multiple selections as a Super Lawyer. His achievements include being named in South Florida
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Business & Wealth Magazine’s Up & Comer Awards, Gold Coast Magazine’s Top 40 Professionals Under 40, and the Wall Street Journal’s Florida’s Top Attorneys. A dedicated community leader, Michael serves as Chairman of the Board for multiple organizations including 211 Broward, HANDY, and ARC Broward. He is also on the Board of Directors for the Boys and Girls Club of Broward County and serves on the Executive Committee of the Nova Southeastern University Ambassador Board. As a Charter Fellow of the NSU Levan Center of Innovation and member of the Broward Sheriff’s Advisory Counsel, he continues to make significant contributions to the community. His service has earned him numerous recognitions, including Small Business Person of the Year for the City of Plantation and nominations for various prestigious awards including Man of the Year by the Leukemia and Lymphoma Society. Michael earned his BA in political science with a minor in sports management from the University of Florida, followed by his juris doctorate from the University of Florida Levin College of Law.
Gary L. Brown Chair, Construction Law Division Fort Lauderdale, FL | Orlando, FL | Miami, FL | Naples | West Palm Beach, FL Email Gary L. Brown
Gary Brown is a Partner and Chair of Kelley Kronenberg’s Construction Law Division. His practice focuses on complex commercial and general business litigation, as well as OSHA compliance. He is Board Certified by The Florida Bar in Construction Law. Gary is also a Florida Supreme Court Certified Circuit Civil Mediator.
• Change Order Disputes • Construction Defect Claims • Construction Lien Claims • Delay, Inefficiency, and Acceleration Claims • Design Defect Claims • Insurance Claims • Payment and Performance Bonds
In his practice, Gary assists businesses with complex and routine construction-related matters, working closely with business owners, developers, general contractors, construction managers, and major subcontractors to identify and resolve project issues early on. He also represents municipalities and other local governments, as well as contractors, on public works projects, including the development of procurement documents, construction agreements, and design agreements. Gary’s public works experience also includes prosecuting and defending bid protests.
Gary’s practice also includes counseling clients in regulatory compliance with the standards and regulations enforced by the Department of Labor and OSHA. As part of his OSHA practice, Gary assists clients in establishing compliant safety programs; guides employers during OSHA inspections; and defends employers in OSHA enforcement actions.
Gary is an excellent source of guidance for his clients on transactional matters, furnishing them with both legal and business strategies that are tailormade to strategically advance their objectives. His expertise extends to the preparation, negotiation, and enforcement of contracts, covering a broad spectrum of legal disputes, including:
Placing emphasis on client satisfaction, Gary establishes highly engaged relationships with his clients. He provides both on- and off-site counsel and daily guidance to clients on both small and large-scale projects, aiming to resolve disputes before crises occur. Through proactive problemavoidance measures, Gary helps his clients to maintain workflows, facilitating timely compliance with contractual and other requirements while minimizing risks.
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MEET THE
CONTRIBUTORS David S. Henry Chair, General Liability and Transportation Division Fort Lauderdale, FL | New York, NY Email David S. Henry
David Henry serves as the Chair of our firm’s General Liability and Transportation Division, which includes our New York Labor Law and Gig Economy Practices. He focuses his practice on high exposure and complex litigation, dividing his time between our Florida and New York offices to assist clients in both states. David specializes in working with national and international insurers, including the Lloyds of London Market, to defend corporations, municipalities, and individuals facing liability arising from various tort and commercial causes of actions. He has a strong track record of success, securing efficient outcomes as soon as possible, but also wins through voluntary dismissal, summary judgment, trial, and appeal. David has also developed a reputation as a skilled and deliberate negotiator, able to leverage nuanced and intricate coverage positions and defenses to benefit his clients through direct negotiation, and especially, at mediation. David manages a large and experienced team of attorneys across multiple offices nationwide. Under David’s leadership, the team focuses on the needs of our clients’ cases, identifying the specific caseby-case litigation requirements to bring about
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an efficient resolution. The Division’s attorneys emphasize effective communication and client service, regularly updating clients and insurers about each case’s developments. David’s current practice centers on the most intricate and challenging matters, encompassing a range of complex cases involving New York Labor Law Section 240 cases, bad faith litigation, negligent security, dram shop, premises liability, commercial transportation, product liability, and more. David boasts a wealth of diverse litigation experience, having skillfully handled a broad spectrum of cases, ranging from defamation, Section 1983 claims, construction defect, toxic tort, medical malpractice, directors’ and officers’ liability, professional malpractice, class action lawsuits, coverage, and matters under the Fair Debt Collection Practices Act. David has also engaged in commercial litigation. David has been involved in cases with prominent media coverage and a strong community impact. He plays a crucial part in the firm’s Rapid Response Team, ensuring his availability for unforeseen situations, regardless of the time of day.
David Gonzalez Partner/Business Unit Leader New York, NY | Short Hills, NJ Email David Gonzalez
David Gonzalez is a Partner and Business Unit Leader at Kelley Kronenberg, focusing his practice on the defense of third-party insurance and general liability matters, with particular emphasis on products liability and complex commercial litigation. He has extensive experience defending commercial lawsuits and tort actions, including products liability claims, construction accidents, premises liability, automobile negligence, and multi-party commercial disputes in both state and federal courts.
judicial decision-making and courtroom procedures. His experience also includes serving as Senior Legal Clerk to the Senior Vice President and General Counsel of a major national bank and as a Judicial Extern to the Honorable Jose L. Linares (ret.) in the United States District Court for the District of New Jersey. Prior to his legal career, David held various management positions in account management and business services, developing strong client relationship and business development skills.
Prior to joining Kelley Kronenberg, David served as Partner and Of Counsel at a law firm, where he practiced for over nine years handling complex litigation matters. He began his legal career as a Judicial Law Clerk for the Honorable Michael A. Toto in the New Jersey Superior Court Middlesex Visinage, where he gained valuable insight into
David earned his Bachelor of Arts in Political Science, Economics, and Latin American Studies from the University of Pennsylvania. He received his Juris Doctor from Rutgers Law School. David is proficient in Spanish.
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MEET THE
CONTRIBUTORS James S. Coons Partner New York, NY | Short Hills, NJ Email James S. Coons
James Coons is a Partner at Kelley Kronenberg, focusing his practice on the defense of general liability and third-party insurance matters, with emphasis on products liability litigation and complex commercial litigation. He brings over twenty years of experience defending commercial lawsuits and tort actions, including personal injury, products liability, premises liability, construction defect, construction accident, wrongful death, mass toxic torts, and consumer fraud and warranty actions. Prior to joining Kelley Kronenberg, James served as a partner at a New York law firm and previously as a partner at another firm for over seventeen years. He has represented numerous domestic and international companies, including product manufacturers, distributors, retailers, insurers, franchisors, healthcare companies, real estate
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owners, and construction contractors in state and federal courts across New Jersey and New York. His experience includes representing corporate plaintiffs in high-stakes commercial matters, including multi-million-dollar contract disputes, construction disputes, commercial tenancy actions, and franchise disputes. James also maintains a regulatory compliance and advice practice, conducting investigations and counseling domestic and foreign companies regarding compliance with applicable state and federal law and regulations in areas such as import duties, consumer safety, and hazard communications. James earned his Bachelor of Arts from Rutgers, The State University of New Jersey-New Brunswick. He received his Juris Doctor from Boston University School of Law.
KK ON
FILM FEATURED VIDEO
A Wealth of Knowledge with Michael Wild - Business Succession Without Losing Control
If you own a valuable family business and want to shift wealth to the next generation for tax purposes,
you may not have to hand over the reins. In this video, Michael Wild explains how a family limited partnership (FLP) lets you gift discounted, non-voting interests to irrevocable trusts for your children, while you stay on as general partner and keep all voting control. On paper, you’ve transferred most of the company. In practice, you still run it. If you’re a business owner thinking about succession and tax planning, we are here to help you determine whether this strategy works for you.
Click Here to View More Kelley Kronenberg Videos.
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AWARDS AND
ACCOLADES FIRM AWARDS Kelley Kronenberg has been the recipient of numerous awards and honors both firm-wide and for a number of our practices, including individual accolades. Below is a select list of recognition and awards:
2021 – 2026 Top Workplaces USA Energage
2020 – 2026 Top Workplaces Sun Sentinel
2019 – 2026 Best Law Firms U.S. News - Best Lawyers
2024 Top Performer Leadership Council on Legal Diversity
2012 – 2026 NLJ 500 The National Law Journal
2016 – 2026 Largest Law Firms Tampa Bay Business Journal
2025 Women Scorecard Law.com
2020 – 2022, 2024 Compass Award Leadership Council on Legal Diversity
2012 – 2026 Top Law Firms South Florida Business Journal
2022 – 2023 Best Places To Work New Orleans CityBusiness
2016 – 2026 Largest Central Florida Law Firms Orlando Business Journal
2021 Diversity Team Award Profiles in Diversity Journal
2017 – 2024 400 Largest Law Firms Law360
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6267 Old Water Oak Road, Suite 250 Tallahassee, FL 32312 Phone: (850) 577-1301
5956 Sherry Lane, 20th Floor Dallas, TX 75225 Phone: (983) 999-4640
1501 Belvedere Road, Suite 500-504 West Palm Beach, FL 33406 Phone: (561) 684-5956
10475 Crosspoint Blvd., Suite 218 Indianapolis, IN 46256 Phone: (317) 731-6243
3080 Tamiami Trail E., Suite 322 Naples, FL 34112 Phone: (239) 990-6490
14090 Southwest Freeway, Suite 450 Sugar Land, TX 77478 Phone: (983) 999-4640
BY APPOINTMENT ONLY BUFFALO
50 Fountain Plaza Buffalo, NY 14202 Phone: (716) 647-7254
SHORT HILLS
51 John F. Kennedy Parkway First Floor West Short Hills, NJ 07078 Phone: (862) 421-3155
ALBANY
401 New Karner Road. Suite 301 Albany, NY 12205 Phone: (845) 306-7867
ATLANTA
1100 Peachtree Street NE, Suite 200 Atlanta, GA 30309 Phone: (404) 990-4972
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