“And, when you want something, all the universe conspires in helping you achieve it.”
– Paulo Coelho, The Alchemist
Michelle Karinne Notte, Esq.
Michelle Notte is a business attorney and litigator who represents entrepreneurs, founders, and closely held companies in complex transactions, commercial disputes, and ongoing general counsel work. She founded The Entrepreneur Lawyers in 2017 and has built a practice deliberately designed around the real-world needs of business owners — not large institutions. Her clients range from emerging-growth companies to multi-million-dollar enterprises navigating acquisitions, franchise transactions, investor relationships, regulatory compliance, and high-stakes business disputes.
Michelle was born in Miami, Florida to Cuban American parents who instilled in her a deep commitment to hard work, honesty, and advocacy. Those values have shaped her approach to every client relationship since.
Transactional Practice
Michelle’s transactional practice is concentrated in founder-led and entrepreneur-driven M&A, with particular depth in franchise acquisitions and dispositions, asset and equity sales, variously financed transactions, and Regulation D capital raises. She regularly serves as outside general counsel to businesses in a broad range of industries including technology, healthcare, motor carrier logistics, retail, and professional services.
Representative matters include:
Franchise acquisition — Represented sellers in the $2.25 million sale of a franchise business, navigating franchisor consent requirements, a national commercial landlord’s refusal to release sellers from an existing personal lease guaranty, and creative closing structures including buyer indemnification of sellers for continuing guaranty exposure and a landlord escrow arrangement that allowed the deal to close on the sellers’ timeline.
Strategic asset sale to national acquirer — Represented sellers in the multi-property asset sale of a Florida business to a national strategic acquirer, managing the transaction from term sheet through closing against buyer’s outside counsel, coordinating multi-party due diligence, UCC lien termination, employee transition logistics, and real estate components.
Healthcare practice sale — Represented sellers in the sale of a healthcare services business, including disclosure schedule preparation, corporate cleanup, UCC lien termination, and coordination of complex regulatory and operational transition requirements.
Digital services sector M&A — Represented seller in the negotiation and consummation of the acquisition of a digital marketing services company.
Near-$50M acquisition — Negotiated and consummated the sale of a substantial equity interest in a company acquired for just under $50 million.
Shareholder dispute resolution — Resolved a two-year, multi-entity, multi-jurisdiction shareholder dispute allowing her client to sell his shares back to the company for just under $500,000, saving the client hundreds of thousands of dollars in avoided litigation costs.
Litigation Practice
Michelle tries cases. Her commercial litigation practice encompasses breach of contract, breach of fiduciary duty, business divorce, trade secret, non-compete enforcement, vicarious liability defense, and complex multi-party business disputes. She represents both plaintiffs and defendants in state court and arbitration.
Franchise Practice
Michelle has extensive experience on both sides of franchise transactions and disputes. She represents franchise buyers and sellers, advises on FDD review and disclosure compliance, and handles franchise agreement disputes and transfer negotiations. Her franchise clients have included businesses in food service, automotive services, and specialty retail, among others.
Securities & Legislative Work
Michelle is a contributing member of the Florida Bar Business Law Section’s Chapter 517 Task Force, which worked directly with the Florida Office of Financial Regulation to significantly revise the Florida Securities & Investor Protection Act. The revisions took effect October 1, 2024. She advises companies on Regulation D compliance and capital raise structuring. She has co-authored two Florida Bar Journal articles addressing Florida securities and corporate law:
Florida Bar Survey Results and a Florida vs. Delaware Comparative Analysis
When Management Rolls Over: Proxy Disclosure, Fiduciary Conflict, and Florida Counsel’s Playbook
Arbitration
Michelle completed Florida Supreme Court-approved arbitration training in 2026 consistent with Florida Statute §44.106 and the Florida Rules for Court-Appointed Arbitrators.
Outside the Office
Michelle’s hobbies include kayaking, exercising, and tracking down great hole-in-the-wall restaurants in new cities when she travels. She lives in South Florida with her wife and their two daughters.
Awards and Achievements
- Legal Luminaries, Corporate, M&A, Private Equity Attorney of the Year, 2024
- Super Lawyers, 2025, 2022
- Super Lawyers Rising Star, 2016-2023
- The Boca Raton Observer’s TOP LAWYERS , 2022, 2023, 2024
- Top 40 Under 40 Attorneys, Broward County Bar Association, 2021
- Up-and-Comer, South Florida Business and Wealth Magazine, 2021
- Outstanding Member of the Year, Business Law Section of The Florida Bar, 2020
- Business Law Section of the Florida Bar Fellowship Recipient, 2016-2018
Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement.
Professional Associations
- NSU Shepard Broad College of Law, Board of Governors 2021
- Corporations, Securities, and Financial Services Committee, FL Bar Business Law Section, Chair 2022- Present, Vice Chair 2021-2022
- Inclusion/Mentorship/Fellowship Committee, FL Bar Business Law Section, Chair 2020-2021
- Diversity and Inclusion Committee of the Florida Bar, Appointed Member 2022-present
- Member Benefits Committee of The Florida Bar, Chair 2020-2021; Member 2015-2021
- Business Law Section Business Court Task Force, Member 2019-Present
- Business Law Section Chapter 517 (Securities) Task Force, Member 2021-Present
- Business Law Section of The Florida Bar, Active Member 2015-Present
- Business Law Section of the American Bar Association, Member 2020-Present
- Ms. Esquire, Member 2022-Present
- The Florida Bar, Member 2013-Present
- Commercial Real Estate Women (CREW), Fort Lauderdale/Boca Raton Chapter, Legal Director, 2019-2020, Member 2018-2020
- International Citator & Research Guide, Volume 1, Volume Editor, Published by Hein Online 2018
Bar Admissions
- The Ohio Bar
- The Florida Bar
- U.S. District Court, Southern District of Florida
- U.S. District Court, Middle District of Florida
- U.S. District Court, Northern District of Florida
Credentials
- J.D., Nova Southeastern University, Shepard Broad College of Law, 2013
- Honors & Positions Held:
- International Citator & Research Guide, Editor & Chief 2013
- Honors & Positions Held:
- B.S., Florida International University, 2006
Michelle was a contributing Member of the Florida Bar Business Law Section’s 517 Task Force that was directly involved in working with the Florida Office of Financial Regulation to significantly revise the Florida Securities & Investor Protection Act. The changes went into effect on October 1, 2024. You can read more about the changes and their impact in “Capital Raising in Florida – It’s a New Ballgame”, published in Nov/Dec 2024 Florida Bar Journal, available HERE.
