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

Investment Advisors Face Added Regulation That Could Potentially Impact Litigation

On February 13, 2024, FinCEN issued a Notice of Proposed Rulemaking (NPRM) to deter criminals and foreign adversaries who seek to potentially compromise the U.S. financial system and assets through investment advisors. If passed, the new rule would make investment advisors subject to the Bank Secrecy Act (BSA) by expanding the definition of “financial institution”…
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SEC’s New Rules Give SPACs, Target Companies Much to Consider

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new final rules relating to special purpose acquisition companies (“SPACs”). The new rules affect both initial public offerings (“IPOs”) for SPACs and so-called “de-SPAC” transactions involving target companies who enter into a business combination with SPACs. In summary, the new rules appear…
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Venture Debt: Down Round Protection Without Triggering Downside Provisions

There is increasing chatter in the startup and investor space surrounding venture debt. It is not at all surprising that as the availability of ready capital has contracted considerably over the past two years, debt and debt-like items have come to the front of mind. It is tempting to think that it is only venture-backed…
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Check out episodes of our DE Dealmakers podcast, our Take 2 series of unique business insights, and more.

Corporate Transparency Act Webinar

With the Corporate Transparency Act now having gone into effect, many businesses are now subject to the act’s Beneficial Ownership Information (BOI) reporting requirements. DarrowEverett attorney Michael Raposa shared his knowledge on the topic in a recent webinar hosted by the firm. He covered the timelines that companies must meet to ensure compliance, what penalties…

DE Dealmakers Podcast: Noah Rosenfarb

In the latest episode of the DE Dealmakers podcast, where we chat with guests about their accomplishments, business advice, and professional journeys, Senior Associate Emmanuelle S. Litvinov sits down with Noah Rosenfarb, Financial Advisor to the Half-Percent. Watch Noah discuss his experience in tax advising, real estate, some of the strategies he has used to…

DE Insights Take 2: Emmanuelle S. Litvinov on Corporate Divorce

Much like a marriage, it “Takes 2” (or more) to make a business work. However, things don’t always go according to plan, and as Senior Associate Emmanuelle S. Litvinov explains, that’s why you need to be proactive in preventing a messy corporate divorce by doing your due diligence when establishing your business. Transcript: Business partnerships…

Representative Matters

Commercial Real Estate

We represented a major real estate and private equity firm based out of South Florida in its acquisition of six properties in downtown Providence, Rhode Island, that will be developed into modern mixed-use facilities that include luxury residential units. Our work involved a land swap with a municipal district and representation at all levels for local land development, including before zoning and planning boards. Our finance team negotiated private bridge financing for the acquisition that was secured, in part, by equity, and assisted on leveraging quantity-limited tax stabilization incentives available to qualified developers in Rhode Island.

Assisted privately owned real estate development company in connection with its acquisition, development, entitlement and leasing of a new shopping center in Massachusetts. Our work included negotiating and drafting multiple ground leases with national retail tenants and permitting and entitlements relating to same.

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Corporate & Business Transactions

Served as sell-side counsel in connection with the sale of a case management and performance tracking software company with public housing authority, disaster relief organizations, social service agencies, and nonprofit customers across the U.S. In addition to handling all parts of the transaction for the sellers, including the negotiation of transactional documents, post-closing employment agreement and other closing matters, we facilitated a pre-closing contribution of a portion of one of the sellers’ S-corp stock to a charitable gift fund that provided a meaningful income tax deduction for the seller and, at the same time, limited capital gains treatment in connection with the stock disposition for the portion of stock contributed to the charitable gift fund.

We represented an operating and management company that acquired a 50-percent membership interest in a surgical supply and medical device company. Our work included negotiating the terms of the acquisition to ensure alignment with our client’s strategic goals and financial interests, drafting the transaction documents, analyzing regulatory compliance and licensing issues, and reviewing and approving the restructured promissory note.

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Banking & Finance

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.

Represented prominent Florida real estate development firm in connection with an eight-figure predevelopment loan for a proposed and permitted 100-unit residential subdivision in Miami, Florida.

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Business Litigation & Dispute Resolution

Successfully obtained a favorable pre-hearing ruling in arbitration on behalf of a digital publisher following motion practice over the applicable substantive law. The arbitrator’s decision to enforce this choice of law provision, and apply New York rather than California substantive law, allowed our client to avoid significant monetary penalties under California’s Invasion of Privacy Act ($5,000 per website visit) based on plaintiff’s alleged numerous visits to the client’s website.

Procured eight-figure trial verdict in favor of the plaintiff in complex litigation matter involving misappropriation of trade secrets in Broward County Circuit Court.

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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

We negotiated and closed a substantial tax equity investment of on behalf of a New England-based renewable energy developer. We drafted corporate investment documents and amendments to loan documents, performed lien searches and assisted with title.

Settled cases before the Massachusetts Appellate Tax Board by negotiating PILOT Agreements on behalf of three solar developers against the Town of Carver, MA.

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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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