News

  • Need a Compliance Lawyer? New Cyber Regulations & GDPR.

    Compliance Lawyer

    Cookies, and privacy, and websites, oh my! Finding the right compliance lawyer can relieve some of the stress businesses face when discussing cyber regulations. With all the new data regulations taking effect, it is important to stay up-to-date with the latest news and changes in electronic communication. In January 2012, the European Commission set out plans for data protection reform across the European Union in order to make European electronic laws more compatible with the digital age. Well what does this mean for your business? What do "web cookies" even mean? Do I have to follow regulations if my business is in the U.S.? It is necessary to become familiar with the terminology that involves website security to ensure your business is compliant with many of the new privacy laws.

    How will GDPR Impact my Business?

    General Data Protection Regulation, or GDPR, is here. Get familiarized with the GDPR, Europe’s New Privacy Law, and the impact it has on the future of the global data economy. The larger question that remains is, will GDPR come to the U.S?  Learn what this all means and how it impacts individuals and businesses. Lastly, get the resources you need to stay compliant and contact one of our regulatory attorneys. Read our client update today. Disclaimer: You should not act or rely on any information at this website without seeking the advice of an attorney. The determination of whether you need legal services and your choice of a lawyer are very important matters that should not be based on websites or advertisements. 

  • To Click or Not to Click, That is the Question: Enforceability of Terms of Use in an Online Economy

    Whether you operate an informational health blog, an on-demand grocery delivery iOS application or a web-based e-commerce marketplace, the importance of a well-tailored and business-specific Terms of Use agreement is essential in protecting your online business and mitigating legal exposure. Commonly referred to as "Terms of Use," "Terms of Service" or "Terms and Conditions" (for purposes of this article, collectively, "Terms of Use"), these agreements are the rules (or, in many cases, binding legal contracts) that an end-user agrees to when accessing or using the services of a web-based or smartphone application. Terms of Use Article v2

  • Nonprofit Organizations: Is It Time to Update the Bylaws?

    Together with the corporate charter on file with any nonprofit organization’s home state, the bylaws comprise the nonprofit organization’s key legal documents and a roadmap for how a particular organization will function. In particular, the nonprofit organization’s bylaws regulate critical matters including, without limitation, the charitable purpose(s) of the organization, the size and function of the governing body as well as the election, terms and duties of the organization’s directors and officers. A nonprofit organization’s bylaws must also include language affirming requirements and prohibitions for nonprofit 501(c)(3) organizations as set forth by the Internal Revenue Service (“IRS”). As a nonprofit organization grows or modifies its purpose, its bylaws should be amended and updated to reflect the changes. Nonprofit Bylaws Alert

  • New Department of Labor Overtime Rules Affect Compensation and Payroll Practices

    On December 1st, 2016, new overtime rules published by the U.S. Department of Labor take effect. The new rules update key provisions of the regulations issued under the Fair Labor Standards Act (the "FLSA"). The new rules, prompted by a 2014 call to action from the White House, seek realignment of the rules in favor of now-exempt, overtime-ineligible workers having salaries on the lower end of the spectrum and working what would otherwise be significant overtime without having materially greater responsibilities than their colleagues who receive overtime pay. DOL

  • Rhode Island and Connecticut Enact Significant Changes for Physician Non-Compete Agreements

    This summer, Rhode Island and Connecticut passed legislation restricting the use of non-competition provisions in physician employment and similar obligation agreements. The restrictions in the legislation are intended, overall, to protect patients’ range of choices regarding medical care as a matter of public health policy. Mechanically, this is effected by limiting employers’ or partners’ abilities to contract so as to restrict a physician’s ability to practice medicine at the end of the professional relationship. RI & CT Physician Non-Compete Agreements Final

  • Crowdfunding Regulations – Issuer Rules

    This May, the U.S. Securities and Exchange Commission’s highly anticipated equity crowdfunding rules (the “Crowdfunding Rules”) took final effect. A product of the Jumpstart Our Business Startups Act of 2012, crowdfunding has, for some time, been acclaimed an evolutionary capital raise mechanism. Through crowdfunding, start-ups and emerging companies can cast a wide net in acquiring muchneeded, and often hard-to-find, early-stage funding. In its original form, crowdfunding was an unregulated, reward-based system under which small businesses would use online host platforms, such as kickstarter.com, to seek out and raise capital from investors to fund their operations and push trendy ideas and initiatives to market. In return for their monetary contributions, investors would receive nominal gifts from the issuer in lieu of any actual equity stake in the company. Under the Crowdfunding Rules, investors are now able to make similar monetary investments in return for some form of equity, ownership or economic interest. Crowdfunding - P1

  • Section 83(b) Election Filing Requirements Modified

    Section 83 of the Internal Revenue Code addresses the tax consequences of a transfer of property in connection with the performance of services, generally requiring the service provider to recognize income on the property received (for example, equity granted in lieu of cash compensation) unless the property is received subject to a substantial risk of forfeiture. Typically, such restricted property is taxed as and when the substantial risk of forfeiture lapses – whether that is a specific future date or a series of dates as on a “vesting schedule”. Section 83(b) allows taxpayers to elect to be taxed upon receipt of property subject to a substantial risk of forfeiture. Section 83(b) Memorandum

  • Becoming a Powerhouse Problem-Solver for Your Business Client

    On Thursday October 8, associate Brandon J. Cuffy will speak on a business panel at Roger Williams University School of Law in Bristol, RI. The panel, a part of the law school’s Open Door Speaker Series, is entitled "Becoming a Powerhouse Problem-Solver for Your Business Client", and Mr. Cuffy, along with two other premier Providence business attorneys will explain the intersect between legal counseling and business advising. Mr. Cuffy hopes to share with students and the audience his take on where this sector of legal practice currently is, as well as provide some insight into how future attorneys can best prepare themselves to be well-rounded corporate attorneys given where the practice is going. RWU Calendar

  • Broker’s Lien Law

    Rhode Island has adopted a statute that permits real estate brokers to take a lien against, or an interest in, any commercial real estate that is subject to the purchase, lease or other transaction in which the broker plays a role. This statute is codified in the Rhode Island General Laws under Section 34-49-3 (the “Act”). The Act addresses those situations where a broker provides services to buyers, sellers or tenants, only to be cheated when their commission becomes due. Brokers Lien Law Markeiting_April 2015

  • An Ounce of Prevention Is Worth A Pound of Cure

    Benjamin Franklin originated this phrase in the context of advocating for the creation of the first firefighting organization in colonial Philadelphia. If you are an employer considering terminating an employee on a less-than-cordial basis or in a situation in which you think the employee may react negatively or file a lawsuit against you, you might be wise to consider Franklin’s words and do what you can in advance to prevent a potentially costly problem. The cost of being proactive and informed with respect to the issues that can arise from employee terminations is often less than the cost of responding to a lawsuit filed by a disgruntled former employee. Employment Law Article

  • “Sick Time Law” Passes in Massachusetts- What The New Bill Means

    Massachusetts voters approved ballot question 4, which requires employers in the Commonwealth to provide their employees with paid and unpaid sick time, depending on the size of the business (“Sick Time Law” or the “law”). Passage of the bill, which takes effect on July 1, 2015, makes Massachusetts the third jurisdiction in the U.S. to provide sick time benefits to public and private employees, preceded only by California and Connecticut. Proponents of the measure contend that the law will build a healthier and more productive Massachusetts work force by providing relief to the nearly one million Commonwealth employees that currently do not receive sick leave from their employers. Sick Time

  • Non-Traditional Debt Financing For Start-Up Companies

    Start-up companies in need of cash to get their business off the ground can look to raise money either through the issuance of equity or debt. Raising money by issuing preferred equity can be costly to the founding equity owners of a start-up, both in terms of the expense of negotiating and documenting the transaction and the eventual dilution of the founding owners’ equity interests. Preferred equity investors also typically require that founding owners relinquish some level of control of the business in exchange for their investment. On the other hand, early and mid-stage start-up companies often find it difficult to obtain traditional debt financing because they lack some or all of the attributes that most lenders require in order to make such financing available, including a proven track record of profitability and management of expenses, steady cash flow and accounts receivable, solid financials and valuable business assets available to serve as collateral.  Non Traditional Financing for Startups - Part 1

  • U.S. Copyright Office Practices: First Major Change in More Than Two Decades

    Those endeavoring to protect their artistic masterpiece under United States copyright law know that the process of acquiring such protection is more involved than one might expect. The route to having a work federally registered and protected can be a confusing, but necessary, maze, unforgiving of any applicant’s wrong turn. The U.S. Copyright Office ("Copyright Office"), however, has recently re-blazed the safest trails through that maze so that the relevant law and procedure of copyright protection is more accessible and understandable. Compendium III Article - Copyright changes

  • Email Disclaimers: IRS Makes Changes

    The IRS, perhaps tired of seeing emails scheduling lunch or a golf outing prominently displaying a Circular 230 disclaimer, has determined that it is more effective to judge the propriety of tax advice based upon the facts and circumstances applicable to the situation in which the advice was given, such as whether or not the practitioner had a reasonable basis in law and fact, than on the practitioner’s ability to insert a disclaimer, in assessing whether or not the practitioner has breached his/her professional obligations. Circular 230 changes Article

  • Untangling the Web of Mixed Use Developments

    Mixed-use developments consist of one or more buildings that integrate residential housing with a variety of commercial uses, such as retail stores and/or professional offices. Successors to the traditional single use development or structure, mixed-use developments appeal to a number of audiences, including individuals who want to combine life/work/play, businesses that want to avail themselves of a built-in customer base, and municipal planners that seek to rejuvenate their tax base by providing diverse housing opportunities without the higher costs of infrastructure traditionally associated with purely residential developments. Most importantly, such projects appeal to developers who stand to benefit financially while simultaneously responding to the needs of the residential and commercial markets. Untangling the Web of Mixed Use Development

  • HUD Rule Revision

    Recently, the U.S. Department of Housing and Urban Development (HUD) revised its rules to permit FHA insurance of mortgage loans to cooperative multi-family housing projects (“Coops”). With this change in the federal rules, cooperative housing projects which have been ineligible for FHA mortgage insurance will become eligible. This is an important resource for Coops which often have limited access to financing due to their unique structure. HUD Coop Rule change

  • ENVIRONMENTAL DUE DILLIGENCE

    It is common in commercial real estate transactions for a Buyer to request the ability to conduct due diligence when considering the acquisition of an interest in real property. As a Buyer, it is important that a thorough environmental investigation is conducted to determine if there is any actual or potential environmental contamination. Environmental Testing During Due Dilligence_June

  • TANGIBLE PROPERTY TAX

    The various cities and towns in Rhode Island have issued, or will be issuing, 2014 tax bills for tangible property and real property. Taxpayers who believe that the assessed values of their tangible and real property are excessive or the tax illegal are not without recourse. The Rhode Island General Laws permit taxpayers to appeal assessments. Tangible Property & Real Property Tax Assessment Appeals

  • Libor Changes Impact Loan Documents

    While the change in the administration of LIBOR is not likely to produce any material change in the way in which LIBOR is calculated, the change may, however, have a direct impact on our clients' existing Loan Documents (including, in some instances, those Loan Documents which evidence outstanding obligations under existing loan facilities). LIBOR Client Alert_Full Article

  • Massachussetts Prompt Payment Act

    In November 2010, Massachusetts enacted the most significant legislation to the private construction industry since the 1996 revisions to the Mechanic’s Lien Act.  The Act will require revision of form contracts as well as modifications in standard payment practices. Specifically, the Act imposes certain deadlines and procedures on applications for progress payments, approval/rejection of payment applications, and payment itself. It also imposes similar procedures and deadlines for change orders. Perhaps most significantly, the Act largely invalidates so called “pay-if-paid” clauses. Finally, the Act mandates that construction contracts can no longer require a contractor or subcontractor to continue performing if an approved payment has been outstanding for more than 30 days, unless there is an uncured default or a dispute over construction quality or quantity. DE-pmass pymnt cutsheet-12.9.10