Frank S. Ioppolo, Jr.

Frank S. Ioppolo, Jr. has been practicing law since 1991. He is admitted to practice in Florida, New York and the District of Columbia (Washington, D.C.). His practice involves a variety of business, securities, financing, advertising, and regulatory matters focusing on public and private financing transactions, mergers and acquisitions, securities deals and compliance issues. He was a shareholder practicing corporate & securities law at Greenberg Traurig and has served as inside and outside general counsel for a variety of private and public corporations and trade associations.

Mr. Ioppolo also served as the Chief Operating Officer of a nearly $40,000,000 performance marketing company with more than 60 employees. He is frequently asked to advise clients in connection with the development of their strategic, crisis management and business plans. Frank has been recognized by his fellow attorneys by his election to Best Lawyers in America, Florida Super Lawyers and Florida Trend Magazine as being in the top 2% of all lawyers in Florida.As a recognized leader in the Central Florida community, Frank’s contacts and relationships at the local, state and federal governmental levels have been instrumental in helping clients achieve their government affairs goals. He was awarded the 2008 Business Leader of the Year Award from the Seminole County Regional Chamber of Commerce and the 2010 Success Award for Business Achievement. His contributions to the Central Florida community have led the Orlando Business Journal to recognize Mr. Ioppolo as one of the Most Influential Men in Central Florida on four separate occasions.

• In house & Outside general counsel for both publicly traded and private corporations
• Corporate finance, including loan transactions, venture capital, private equity, public and private securities offerings
• Mergers and acquisitions
• Government Affairs
• Corporate governance and Sarbanes-Oxley issues
• SEC reporting and disclosure matters
• Technology related matters
• Internet law
• Advertising law
• Business, financing and strategic planning
• Representation of United States businesses in the Commonwealth of the Bahamas

• Served as in house general counsel to a performance marketing company engaged in affiliate and email marketing and offer creation with over 60 employees and almost $40,000,000 in revenue.
• Served as outside general counsel to numerous publicly traded and private companies, ranging from emerging corporations to a $300,000,000 American Stock Exchange listed company.
• Co-Counsel to issuer in $300,000,000 offering of senior subordinated notes.
• Borrowers’ counsel in loan transactions for revolving lines of credit up to $75,000,000.
• Borrowers’ counsel in loan transactions for term loans up to $200,000,000.
• Served as lead counsel to a large public corporation in its sale of a telecommunications subsidiary for approximately $150,000,000.
• Served as lead counsel to a public corporation acquiring, through auction, a private corporation for $150,000,000.
• Issuer’s counsel to national sports museum and hall of fame in New York City in connection with the raising of over $80,000,000 in debt and equity.
• Advised public corporations and their compensation committees in the creation of new equity compensation plans.
• Served as issuer’s or underwriter’s counsel in public equity offerings.
• Formation and representation of a real estate co-investment fund.
• Served as lead U.S. counsel to the first foreign private issuer to register its stock to trade under the new 20-F rules and its subsequent listing on The American Stock Exchange.
• Representation of consolidators in the acquisition, financing and “roll up” of companies.
• Served as borrower’s counsel in multiple loan and financing transactions.
• Served as company’s or investor’s counsel in numerous venture capital financings.
• Representation of an airline in its daily business activities, including the negotiation of an economic incentives package with state and local governmental entities for the relocation of the airline’s corporate headquarters.
• Represented and advised start-up and emerging businesses and entrepreneurs in business formation, structure and capital raising.
• Served as General Counsel of the Regional Investment Bankers Association.
• Successful representation of public corporations against de-listing proceedings before Nasdaq and for waiver of initial listing requirements before The American Stock Exchange.
• Argued before numerous courts including the Florida Supreme Court in the Nachon Enterprises v. Alexdex Corporation case concerning the proper jurisdiction of the Florida courts and the Supreme Court of the Commonwealth of the Bahamas.

• Chief Operating Officer & General Counsel (2008-2010), MarketLeverage Interactive Advertising,
  Inc. Responsible for business operations including the management of the legal, finance &
  accounting, IT, software development, HR, Administrative and marketing departments, as well
  as for the operation and profitability of the e-mail marketing division. As COO, Mr. Ioppolo
  • Redefined and honed new and existing business models;
  • Created compensation plans;
  • Created and organized the shared services department;
  • Restructured business operations;
  • Responsible for locating new office space, negotiating the lease, supervising the build out and move of the business;
  • Supervised the software development department including the creation of several new programs for e-mail marketing, financial reporting, and affiliate marketing;
  • Supervised the IT department and downsized personnel, saving substantial money, while maintaining service levels.
  • Created HR programs, employee training and review programs;
  • Created financial reporting tools and dashboards for division managers;
  • Negotiated lines of credit with financial institutions and major contracts with customers and suppliers;
  • Represented the company at trade associations;
  • Supervised the marketing department during the creation of new company websites and marketing materials both for the company and for its clients;
  • Created and supervised the legal & compliance departments; and
  • Responsible for hiring and termination of employees.
• Outside General Counsel to AMEX traded healthcare company with nearly $300,000,000 in revenue (2003-2005). Held this position while a shareholder at a national law firm. Responsibilities included direction of in house attorneys and inclusion at all senior executive, executive committee and board meetings. Advisor to the CEO on all corporate and legal matters, including acquisitions, expansion of business, risk management, compliance issues and adjustment of the business model.
• Business Consultant and Advisor to Brannon Capital concerning capital raising transactions and business operation issues.
• Business Consultant and Advisor to The Mulholland Group regarding affordable housing matters, acquisitions, compliance, capital raising and risk management issues.
• Chairman of the Board for Seminole County Regional Chamber of Commerce, the Orlando Marine Institutes, the Seminole County Heroes Memorial Association, Seminole Community College Foundation and Envision Seminole.
• Created Associate Mentoring program for a national law firm.
• Chaired the Business Development Committee and Co-Chaired the Affiliated/Alternative Business initiative for a national law firm.

• President (2008-Present), Seminole County Heroes Memorial Association, Inc.
• Chairman (2006-2007) and Member (2004-2008), Seminole County Regional Chamber of Commerce Board of Directors
• Chairman (2006-2008) & Member (2001-2009), Seminole Community College Foundation Board of Directors
• General Counsel (2001-2004), Seminole County Regional Chamber of Commerce
• Member (2003-Present), Private Business Association of Seminole County
• Member (2005-Present), Envision Seminole Board of Directors
• Member (2005-Present), Seminole County School Board Educational Advisory Committee
• Co-Chairman, 2004 American Heart Association Heartball Fundraising Event
• Member (2002-Present), Board of Directors and Executive Committee, Ronald McDonald House Charities of Central Florida, Inc.
• Member (2002-2003), Board of Directors, Florida Citrus Sports
• Member (1995-1996 and 1997-1998), Board of Regents for Leadership Florida
• Member (1997-1998), Board of Governors, Florida Chamber of Commerce
• Member (1998-2003), Board of Trustees of the Center for Drug Free Living
• Chairman (1996-1997) and Member (1997-2001), Board of Trustees of the Orlando Marine Institutes, Inc.
• Member (1996-1997), National Board of Trustees of the Associated Marine Institutes
• Chairman of the Board of Directors and President (1994-1996), Bay Point of Bay Hill Property Owners Association
• President (1995-1998), Wake Forest University Alumni Club of Central Florida

Lectures

• Speaker on industry panels regarding online and email marketing and compliance
• Frequent lecturer in the United States and Internationally on topics ranging from U.S. corporate and securities laws, techniques for raising capital, corporate governance issues, the Sarbanes-Oxley Act and new SEC and Exchange regulations, strategic planning issues, mentoring and the building and motivating of teams
• Instructor for a course on International Contracts for the College of Business Administration at the University of Central Florida and the U.S. Department of Commerce
• Frequent speaker on issues affecting the Central Florida business community

• Recipient of the 2010 Success Award for Business Achievement
• Recipient of the 2008 Business Leader of the Year Award from the Seminole County Regional Chamber of Commerce
• Listed, Best Lawyers in America, 2007, 2008 & 2009
• Listed, Florida Super Lawyers, 2007, 2008 & 2009
• Listed, Legal Elite, Florida Trend Magazine, listing of Florida’s top attorneys as selected by their peers, 2006 & 2008
• Martindale-Hubbell, “AV Rated”
• Selected as one of Central Florida’s “Most Influential Businessmen” by the Orlando Business Journal, October 2004
• Selected as one of Central Florida’s “Most Influential Businessmen to Watch” by the Orlando Business Journal, November 2002
• Selected as a “Young Turk” (top 16 Up and Comers in Central Florida) by the Orlando Business Journal, March 2001
• Selected as one of the 100 Most Influential People in Central Florida, Orlando Business Journal, March 2000
• Selected as one of the “Ten in Ten Years: The Young Turks,” ten young professionals expected to inherit the leadership of the Central Florida Community, Orlando Business Journal, March 2000
• Recipient, “40 Under 40 Award” for business achievement and community leadership, Orlando Business Journal, 1998
• Recipient, “Above and Beyond Award” from the Central Florida Chapter of the National Multiple Sclerosis Society, 1996
• Recipient, Community Leadership Award, 1995
• Listed in the Who’s Who of American Law and Who’s Who in the World

Florida
District of Columbia
New York
Supreme Court of the United States