Rail provides clients with a full array of corporate services, including counseling with respect to company formation, governance, financing, strategic partnerships and transactions, and mergers and acquisitions.

Rail has counseled individuals organizing a legal entity to commence business operations, publicly-traded companies exiting a line of business via billion-dollar divestitures, and clients at every stage in between. His clients include companies in the financial services, retail and consumer products, telecommunications, and many other industries. He represents purchasers and sellers in complex mergers and acquisitions, including minority-interest acquisitions, and has helped his clients navigate issues related to those transactions, such as the protection of minority shareholder rights.

Rail has also represented lenders and borrowers in bilateral and syndicated loans, including loans by regional and international financial institutions. Before joining the firm, Rail was a legal intern with the Inter-American Development Bank’s non-sovereign guaranteed operations division.

In addition, Rail regularly advises clients seeking to engage in business with Cuba and in connection with the application of US regulations regarding Cuba. He also maintains an active pro bono practice, advising not-for-profit corporations on general corporate issues, among other activities.

Relevant Experience

• Represented Promerica Financial Corporation in its initial debt offering of $200 million senior secured notes pursuant to Rule 144A/Regulation S and listed on the Luxembourg Stock Exchange.
• Represented Banco de Sabadell, S.A. in the sale of its US subsidiary, Sabadell United Bank N.A., to IBERIABANK Corporation in a transaction valued at $1.025 billion.
• Counseled investment services firms on corporate and regulatory matters.
• Advised various consumer goods multinational companies regarding the application of and compliance with US regulations regarding Cuba in order to import products to and export products from Cuba.
• Represented an early stage company in connection with a rights offering to existing members and other eligible purchasers.
• Represented an international financial institution in its acquisition of various portfolios of client assets from financial institutions in South America and the Middle East.

• Represented Promerica Financial Corporation in its acquisition of Citigroup’s consumer banking and credit card businesses in Guatemala, including the financing of such acquisition by a syndicate of lenders.
• Represented an early stage consumer finance company in the organization of subsidiary operating entities and their application for state-level licensing.
• Represented the Corporación Interamericana para el Financiamiento de Infraestructura in connection with its financing of the infrastructure project in the touristic corridor of Honduras.
• Represented one of the world’s leading providers of optical lenses and equipment in its acquisition of a Brazilian optical e-commerce business.
• Represented seller in its sale of a portfolio of gas stations to a leading US gasoline and convenience retailer.
• Advised charity in obtaining definitive ruling on public charity status from the Internal Revenue Service.
• Advised one of the world’s largest banks regarding the application of and compliance with US regulations regarding Cuba.
• Represented one of the world’s leading providers of optical lenses and equipment in its acquisition of a majority interest in an international distributor of optical products.
• Represented one of the world’s largest producers, packagers and marketers of olive oil in its strategic acquisition of all the stock of its largest distributor in North America.
• Represented lender in connection with the refinancing of a hotel and resort facility.
• Represented early stage company in connection with its conversion of existing promissory notes and issuance of preferred stock.

Bar Admissions

Education
LLM, Georgetown University Law Center, with distinction, 2015JD, Georgetown University, Law Fellow, Notes Development Editor, American Criminal Law Review, 2014BA, Florida International University, summa cum laude, 2011