When Silence Is/Isn’t Golden in Commercial Real Estate P&S Agreements
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be aware of the effect of omission of certain “standard” seller-favorable contract terms. Inclusion of these terms is critical for sellers…
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The ABCs of AIA Contracts: Legal Considerations
Whether you love them, hate them or this is your first-time hearing of them, the AIA form document set, created by the American Institute of Architects (AIA), are the most widely used forms in the construction industry today. AIA construction documents were intended to ease contract negotiations and the compliance process. The purpose was to…
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Injunction Halts Enforcement of Corporate Transparency Act: What’s Next?
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule (Reporting Rule). This ruling effectively halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN)…
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The Future of U.S. Environmental Regulation: What to Expect in 2025
While still a newly minted lawyer early in 1977, I had the good fortune to land a job with the then brand-new Rhode Island Department of Environmental Management. This coincided with the 1976 election of Jimmy Carter as President, who was more favorable to environmental protection than his predecessors. State environmental agencies address many local…
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Surrogacy, Adoption and Beyond: Your Parental Rights in Rhode Island
As the holidays approach, family is at the forefront in many people’s minds. Families come in every variety of size, color, age, gender and chaos. Some families look like the Cleavers or the Cosbys. Others look more like the Simpsons or the Tanners – and others are their own version of a Modern Family. Although…
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Predicting U.S. Labor & Employment Changes From New Administration
As with previous shifts between administrations, the upcoming transfer of power from the Biden administration to the return of the Trump administration promises to bring with it a myriad of changes, with labor and employment being among the more drastically affected landscapes. While we can only speculate as to the changes based on the Trump…
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Winning at M&A in 2025: The Insider’s Playbook
As an avid Red Sox fan and former Los Angeles resident who often attended Dodgers games, I may still be basking in the Yankees’ loss in the World Series. Whatever the reason, I can’t help but draw parallels between the game of baseball and the world of M&A. Both are games of strategy, requiring a…
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Private Nuisance Claims: Just What Behavior Crosses the Line?
“Three hours of sleep again last night. Three hours of sleep because of that dog!” The foible of being an attorney is not being able to enjoy television without noticing every liability, crime, and actionable conduct of the characters. For instance, take the greatest of all television shows, Seinfeld. As with most things in life,…
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How New Delaware Amendments Impact Stockholder, Merger Agreements
Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware Chancery Court (the “Court”) that the transactional bar had concerns over. Stockholder Agreements The Moelis Decision In February 2024, the…
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UCC Article 2: Because Even Your Toaster Deserves a Fair Contract
The Uniform Commercial Code (“UCC”) is a comprehensive set of laws governing commercial transactions. It was designed and drafted with the aim of standardizing, harmonizing, and simplifying the laws around commercial transactions across the country. It governs various aspects of commercial transactions, providing a consistent set of rules to promote fairness, predictability, and efficiency. While…
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