Resources

Insights

Our team wants you to stay informed about legal and regulatory developments that impact your business.

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your closely held corporation is in the real estate business, and one of your fellow shareholders sues the corporation for…
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Florida State and Clemson vs. the ACC: Is There a Way Out for Both?

Both the Florida and North Carolina courts have now dipped their toes into Florida State University’s (“FSU”) dispute with the Atlantic Coast Conference (“ACC”) over the high exit price the school must pay to leave the conference. As we wrote last December, FSU and the ACC kicked off the holiday season with reciprocal lawsuits concerning…
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The Heat Is On SEC’s Climate-Related Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules requiring issuers to include extensive disclosure in registration statements and periodic reports regarding material climate-related risks and impacts on their business strategy, financial condition and results of operations.[1] The release promulgating the final rule, which is 885 pages long,…
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Multimedia

Check out episodes of our DE Dealmakers podcast, our Take 2 series of unique business insights, and more.

Chad Gottlieb Discusses Artificial Intelligence with WPTV

Chad Gottlieb explores the domain of artificial intelligence on WPTV, offering insights into effective strategies for safeguarding your invaluable information and intellectual property.

Partner Julie Bradlow Discusses Tax Structuring and Tax Planning with Citybiz

In the contemporary business landscape, the significance of tax structuring and planning has reached unprecedented levels, necessitating meticulous attention from businesses. Julie Bradlow, Tax Department Chair, undertakes this crucial responsibility with precision and expertise, ensuring optimal tax strategies for our clients. Learn more about the corporate structuring and M&A matters she routinely handles, and much…
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Employee Handbook Webinar

Businesses are always searching for new ways to reduce liability and insulate themselves from risk, but one of the easiest and least expensive tools is often the one most frequently overlooked — employee handbooks. Creating, promulgating, and most importantly enforcing an employee handbook is a simple and efficient way to communicate company policy and expectations…
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Representative Matters

Commercial Real Estate

Assisted client in acquiring a portfolio of franchised restaurants in New York through a sale-leaseback transaction, drafting the transaction documents, leases and organizational documents on behalf of the client and their partners. We negotiated the documents, completed all diligence and facilitated the closing, achieving the client’s goals of limiting their exposure while securing high-quality assets under an aggressive deadline. We then assisted the client in selling the properties individually through negotiating sales agreements, resolving purchaser diligence inquiries and coordinating closings. As a result of our organization and attentiveness during the acquisition phase, the properties were well positioned for quick and easy sales.

DE’s corporate, finance and real estate departments represented a prominent real estate developer in connection with its $100m acquisition of a gulf-front co-op in Coquina Sands as part of a joint venture agreement with a diversified real estate developer and investment firm. Our team was responsible for structuring the buy-side organization, drafting organizational documents for various levels of entity ownership, securing and closing on acquisition and mezzanine loans for the investment firm joint venture member, drafting both customary and complex real estate acquisition documents, and leading all parties at acquisition, ultimately resulting in the successful acquisition of a valuable real estate asset for future development of luxury condominiums.

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Corporate & Business Transactions

Served as investor counsel in connection with the negotiation and drafting of two companion joint ventures entered into with a family office real estate acquisition and management group. The joint ventures were formed for the purpose of acquiring three parcels of prominently situated property in downtown Houston, Texas, including two parcels consisting of office buildings intended to qualify as qualified opportunity zone (QOZ) property. Our representation also included structuring the investor’s companion investment entities that were formed for the purpose of holding the QOZ partnership interest and non-QOZ partnership interest in the joint ventures and preparing the investment entities’ Rule 506(b) syndication offering documents.

Represented a large private equity firm and one of its portfolio companies, a national wholesale meat supplier, in its add-on acquisition of a regional sausage and hot dog producer. Our representation included preparing and negotiating the purchase documents, reorganization of the brands involved, including drafting and negotiation of all related documents, establishing a revolving credit facility, and working with a high-profile national bank on two loans that financed the transaction.

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Banking & Finance

Represented one of South Florida’s most renowned development firms in connection with an eight-figure multifamily construction loan for a property located in Sarasota, Florida. The proposed development will consist of 200-plus luxury apartments located on approximately 10 acres.

Represented a Massachusetts-based equity fund in connection with the acquisition and acquisition financing for property located in Connecticut operated as a distribution center for a publicly traded equipment rental company.

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Business Litigation & Dispute Resolution

In Rhode Island Supreme Court, we successfully defended a municipality from a plaintiff attacking the town’s approval of a development plan and subsequent federal court settlement. The plaintiff sought to overturn the federal consent order in state court which settled matters between the town and the developer, allowing the project to move forward. The Supreme Court upheld the town’s position that the plaintiff lacked the required standing to challenge the agreement and found the plaintiff’s effort to be an improper collateral attack on the federal court order.

Successfully defended an appeal of the decision of a zoning board of a Rhode Island community in superior court in which the court affirmed the board’s denial of a use variance application because the record demonstrated that the denial did not deprive the applicant of all beneficial use of its property.

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Labor & Employment

Represented executives in a $21 million Series B round.

Represented artificial intelligence and machine learning company in an acquihire transaction.

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Energy and Natural Resources

Assisted national developer in negotiating and closing on the sale of a renewable energy project of nearly 7 MW in Upstate York. Our work included working with the client’s lender to simultaneously pay off the promissory note used to construct the project. We also assisted with the recording of documents and the leasing and option agreements for the property.

Represented Massachusetts-based developer in negotiating and closing the sale of a 4 MW project. This representation included negotiating reimbursement of development costs at execution of the membership interest purchase agreement and closing the sale of a partnership-taxed project company that owned the project.

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Private Wealth Services

Assisted client with pre-immigration planning from South America using various trust and corporate structures as well as achieving step-up in basis to the fullest extent of their assets.

Assisted client with Qualified Small Business Stock exemption planning, going back over a decade and multiple mergers to assess eligibility and maximization of QSBS exemption.

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