Corporate Law

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.
  • Social media company in negotiating website development agreement and associated terms of use and other content.
  • 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We have committed ourselves to assisting our clients in making well-informed, productive and ultimately successful decisions on all issues that come before them.

We take pride in on our ability to provide each client with the attention to detail and high level of service that their transactions require, while at the same time providing practical and business-oriented advice and solutions.

Current News and Events

  • End of Year Tax Update

    The Tax Cuts and Jobs Act of 2017, signed into law by President Trump on December 22nd, 2017 (the “Tax Cuts and Jobs Act”), added Code Section 199A to the Internal Revenue, which provides for up to a 20% deduction applicable to pass- through income, including income from S-Corps, partnerships, and sole proprietorships. Given this new deduction, it is within an owner of a passthrough’s interest to maximize what the IRS refers to as Qualified Business Income (“QBI”) which is defined as income net of any deductions or losses from a qualified business or trade, including any wages paid by the pass-through entity. The IRS requires that shareholders of S-Corps who perform services for the S-Corp must have a portion of their distributive share from the S-Corp and other payments be classified and treated as wages so that the amounts are reasonable compensation for services rendered. Consequently, all S-Corp shareholders who perform services for the S-Corp must receive reasonable wages which will necessarily reduce the amount of QBI available for the 20% deduction provided by §199A.

    In order to remedy this potentially disadvantageous side-effect of being organized or treated as an S-Corp, it might be advisable, depending on taxable income, for entities to consider changing their taxable form to partnerships or sole proprietorships, as these types of entities are not required to compensate service providing shareholders with reasonable wages. Such a switch will affect many other tax elements, such as self-employment tax and Medicare tax liability. Furthermore, various states tax law regimes have laws specific to pass-through entities that may or may not be applicable depending on the structure of the entity. Because such a structural change will affect how income to individual shareholders is taxed at a statewide level, as well as at a federal level, it is highly recommended that tax advisors and counsel be consulted to determine the most tax efficient manner for taking full advantage of the §199A 20% income deduction. To take advantage of accelerated depreciation and expensing of certain business related assets, read the full update. Read More

  • Investment in Opportunity Zones

    In December 2017, President Trump signed The Tax Cuts and Jobs Act into law enacting a national Opportunity Zone program designed to provide significant real estate and other investors significant federal tax incentives to invest in 8,700 historically distressed, state-designated neighborhoods throughout the United States. Specifically, the federal tax incentives provided through the Opportunity Zone program may permit an investor not only to defer present taxation on any of its currently realized and recognized capital gains, but also to reduce the actual amount of capital gains ultimately realized in the future. In addition, for certain investments held for more than 10 years, any and all gains on such investment amounts will be 100% tax-free for federal income tax purposes, to the extent initially comprised of deferred capital gains. Read our client update todayDisclaimer: 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.  Read More

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