Juan Carlos Stolberg

Of Counsel

Juan Carlos Stolberg is a corporate and transactional attorney with experience in mergers and acquisitions, private equity, venture capital, startup law, art law, fashion law, restaurant and hospitality law and general corporate matters. His practice involves the structuring of a broad range of transactions, including, among other things, asset and stock acquisitions, private placement offerings, art investment funds, distribution of tangible goods, franchise offering circulars, and corporate formations, with special emphasis on startup formation. Mr. Stolberg has represented clients working in a variety of fields, including real estate developers, startups and their founders, fund advisers and investment managers, beverage distributors and suppliers, hospitality and restaurant operations, fashion retailers, and art dealers, advisors and collectors.

In addition to his legal practice, Mr. Stolberg owns and operates a residential and commercial real estate conglomerate in San Juan, Puerto Rico, where he has coordinated and carried out conversions and other turnaround strategies to maximize asset appreciation. In October of 2013, Juan Carlos co-founded Piloto 151, San Juan’s first co-working space, dedicated to the strengthening of the entrepreneurial and startup ecosystem in Puerto Rico via educational workshops, industry seminars, networking events, exchange programs and other collaborative initiatives. Mr. Stolberg is also a director of Fundación Stolberg-Acosta, where he co-manages his family’s fine art collection dating back to the 17th century.

Experience

• Tannenbaum, Helpern, Syracuse & Hirschtritt, LLP – Corporate, Securities and Capital Formations Product Distribution Departments (New York, NY)
• Lifestyle Development Company, LP (New York, NY)
• Puerto Rico Federal Affairs Administration (New York, NY)
• Stolberg Law, LLC, Partner (San Juan, Puerto Rico)
• Upside Management, LLC (Managing Director, San Juan)

Honors & Presentations

• Recipient of the Archibald R. Murray Public Service Award, 2002
• Super Lawyers, Rising Stars, 2013
• Puerto Rico Tax Incentives for Entrepreneurs, Piloto 151 Act 20/22 Panel, 2014
• Delivering Funding, Puerto Rico Tech Summit, 2016
• Opportunity Zones Panel, San Juan Board of Realtors, 2019
• Kinetic Fund Panel on Doing Business in Puerto Rico (February 2019)

Notable Transactions

• Represented an alternative investment group within a hedge fund in the acquisition of two pools of life insurance policies on a distressed sale
• Represented a wealth management advisor, in the contribution and purchase of a wealth management and advisory book of business consisting of various celebrities
• Represented leading hospitality company in connection with the transfer and assignment of management and license agreements between the company’s worldwide subsidiaries and its member hotels in the European and Asia Pacific regions
• Represented an investment manager in connection with its acquisition by Citibank Alternative Investments, LLC
• Represented a major northeastern beer distributor, in the acquisition of a local New York beer distributor resulting in the consolidation of the beer distribution market in upstate New York
• Represented a company in the $3,000,0000 sale of their broker-dealer business to an investment group
• Represented various entities of a special purpose vehicle in the acquisition and joint venture of a New Hampshire beer distributorship
• Represented two software technology firms in a plan of merger with another firm.
• Represented various entities of a special purpose vehicle in the acquisition of an Arizona beer distributorship
• Represented a fund administrator in the sale of their business to a hedge fund administrator
• Represented a New York Vespa licensee in the acquisition of the Long Island City dealership.

Banking and Credit:

• Represented an insurance portfolio manager in a $100,000,000 credit agreement renewal with BNP Paribas
• Represented a highly successful personal fitness franchise in connection with the sale of various tranches of senior subordinated promissory notes and membership interests
• Represented a fund of funds in a $50,000,000 revolving credit facility with Citibank, N.A.
• Represented a bank in connection with a $5,000,000 revolving credit line facility to an industrial manufacturer and several of its affiliates

Capital Markets and Securities:

• Represented a commodities fund in their filing of Forms S-1, S-3 and 424(b)(3) with the SEC and various filings with the NFA
• Represented an investment group in a joint venture with an investment manager related to distressed debt acquisitions
• Represented a real estate holding company in connection with the proposed private placement of $10 million in membership interests in the company
• Represented an art investment fund in its offering of $200 million aggregate principal amount of membership interests in the company
• Represented an investment manager in the private investment in public equity (PIPE) purchase of $8,000,000 senior secured convertible debentures of a technology firm.
• Represented a private equity firm in connection with the proposed investment in a real estate development and entertainment company formed for the purpose of developing and operating a destination resort, theme park and film studio in Italy that would be based on a European historical time period.

Art and Art Fund Matters:

• Represented numerous art dealers in connection with the brokerage and sale of artworks by Alberto Giacometti, Andy Warhol, Willem De Kooning, Ai Weiwei, Pablo Picasso, Tom Wesselmann, George Condo, Jean-Michel Basquiat, Keith Haring, Damien Hirst, Cindy Sherman, Louise Bourgeois, Robert Rauschenberg, Francis Bacon, Claude Monet, Pierre Renoir, Amedeo Modigliani and Marc Chagall. Representations included the preparation of request for viewing letters, bills of sale, letters of intent, proof of funds, commission agreements, confidentiality and non-circumvention agreements, mandate to sell letters and escrow agreements
• Acted as general counsel to art investment funds, including with respect to their initial formation, capital raises and governance
• Represented various art collectors in connection with co-ownership arrangements regarding fine artworks
• Represented various art collectors in connection with loans and credit facilities secured by works of fine art
• Represented art galleries in connection with the preparation of standardized forms of art resale agreements, bills of sale, certificates of authenticity, consignment agreements and employment policies
• Advised art collectors in connection with matters pertaining to succession and philanthropic bequests involving fine art
• Representation of art gallery in connection with the buyout of one of the gallery’s principal owners
• Represented artists and art collectors in connection with their consignments of artworks to auction houses and galleries
• Representation of clients in connection with art fraud litigations and other art-related disputes
• Assisted numerous art collectors in connection with donations of their artworks to museums and other cultural institutions