While all DarrowEverett LLP attorneys are experienced in the multitude of areas affecting business and industry on a daily basis, members of The DarrowEverett Business & Corporate Law Group serve a sophisticated general corporate practice involving extensive entity formation, maintenance and structuring activities; corporate governance, business and commercial contracts; limited liability company, shareholder, partnership and business and real estate investment trust agreements; mergers and acquisitions, management and leveraged buyouts, dispositions, dissolutions and liquidations; e-commerce and licensing matters; employment, independent contractor and consulting agreements; stock option plans and grants, phantom stock and other equity incentive arrangements; and agreements regarding non-competition, non-disclosure, non-disparagement and non-solicitation.
The firm’s Business & Corporate Law Group has substantial expertise in implementing innovative, corporate finance-based solutions for real estate acquisition and holding companies, start-up and developmental businesses, emerging companies and established commercial enterprises. Our goal is to provide creative, efficient and effective solutions for the issues that arise in our clients’ transactions through a highly collaborative approach that draws on the firm’s wide-ranging areas of expertise. Group members work in close association with the firm’s:
- Private Equity, Venture Capital and Securities Practitioners in structuring entities and ownership structures, and facilitating compliance in a wide array of securities offerings and syndications;
- Real Estate and banking and finance professionals in structuring acquisition and asset-holding entities as well as providing entity consents, certificates and other documentation for transactional closings;
- Business Litigation team in analyzing contractual and structural issues in disputes among equity participants;
- Tax Attorneys to minimize tax impact in connection with entity structures, federal and state elections and other filings as well as transactional terms;
- Members of the Trademark & Copyright and Entertainment Law practices regarding licensing and royalty agreements, trade secrets and other intellectual property matters; and
- Trusts and Estates Lawyers in analyzing business succession matters, business trust issues, and preparation of buy-sell agreements among business partners.
Clients served by the Business & Corporate Law Group range from public companies to closely-held family businesses, private equity and other private investment funds of all types, entrepreneurial ventures and nonprofit corporations. Our attorneys have represented clients in virtually every major type of corporate and finance transaction, including securities offerings and other capital-raising activities, mergers, acquisitions, asset dispositions, spin-offs and emerging company angel financings. Further, our attorneys have negotiated strategic business agreements such as technology transfer, licensing, manufacturing, distribution, drop-ship, consignment, power purchase, management, joint venture and other strategic alliance agreements. Industries served include real estate investment, real estate development, private equity, construction, hospitality (hotels, resorts and golf clubs, and restaurants, bars and clubs), software development, emerging growth, film & entertainment, multimedia, insurance, marketing, e-commerce, clean tech, solar and healthcare.
Business & Corporate Law Group representative matters include counsel to:
- Video game software developer in negotiation of Master License and Service Agreement.
- Commercial data storage and software development company regarding Master Professional Services Agreement for further software development.
- International licensor of enterprise management software in its merger into private software firm.
- Construction management company through formation and structuring through preparation of critical business and construction agreements.
- Real estate joint venture affiliated with healthcare facility in amending extensive operative documents for partnerships and limited liability companies to reflect new equity ownership and renegotiated terms.
- Minority shareholder in his redemption by his company in employer in the context of a shareholder dispute.
- Local printing company in its sale as part of series of private equity roll-up transaction.
- Consumer software company in Master Co-Marketing Agreement.
- Commercial loan origination firm in development of profits interest grant plan.
- Real estate investor in acquisition of preferred equity interest in condominium tower project through limited liability company and partnership structure.
- Restaurant concept’s buy sell and shareholder agreement among numerous stockholders.
- Medical urgent care company in tax-free redomestication and conversion of Rhode Island limited liability company into Massachusetts limited liability company.
- Prospective borrower’s restructuring of equity holdings in connection with and in advance of potential debt financings.
- Real estate developer in phantom stock employee incentive plan.