Legal Guidance Can Be Key in Navigating Rhode Island Land Use Matters
Land use matters in Rhode Island are often challenging to interpret and navigate. In fact, the Ocean State is known for having among the most restrictive policies for zoning and land use control in the U.S. It’s not hard to understand why, as Rhode Island has the smallest land area of any state and is…
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The Forecast Calls For Sun: What New Administration’s First 30 Days Means for Solar Industry
United States policy surrounding renewable energy has fluctuated significantly as administrations change; President Jimmy Carter put solar panels on the White House in 1978, and President Ronald Reagan removed the panels in 1986. Those who have worked in the renewable energy industry anticipate these fluctuations and adapt their plans to accommodate them. However, the shift…
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Balancing the Scales: Purchase Price Adjustments in M&A Transactions
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase price adjustments are mechanisms to alter (increase or decrease) the price paid for a business after the sale is closed. These adjustments are designed…
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Private Placements in Florida Just Got Easier: Here’s How
Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions for institutional investors. Effective October 2024, these updates aim to align Florida’s securities laws with federal standards while enhancing protections for investors in the Sunshine State. Here’s a…
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Capturing the Sun: State Prompt Payment Acts’ Effects on Solar Construction
As the energy sector continues to expand, developers and contractors looking to expand their footprint are crossing state lines to construct energy projects. This is a good strategy for applying the same, successful strategies to a broader prospective customer base. However, while there are issues faced uniquely by energy project developers, the construction contracts for…
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Lease Guarantees: What Landlords Should Know When Negotiating
While landlords prefer tenants with the strongest financial positions to sign leases, they may sometimes accept a “shell” entity — created solely to operate the business at the leased premises — provided that an upper-tier entity with substantial assets or the tenant’s principals sign a lease guarantee. A lease guarantee, if enforceable and signed by…
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LLC’s Failure to Execute Operating Agreement Opens Legal Trapdoor
While entity distinctness is a bedrock principle of corporate law, it may often appear redundant and unnecessary for a limited liability company (“LLC”) to sign its own operating agreement. That was likely the thinking of the two co-members at the center of the dispute leading to the recent appellate decision from New York, Wythe Berry…
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Florida Divorce Ruling on Personal Goodwill Could Impact Other States
In early July 2024, Florida enacted a significant amendment to its equitable distribution statute, particularly concerning the treatment of personal goodwill in divorce proceedings.[1] These changes, coupled with the pivotal case of Rosenberg v. Rosenberg,[2] have profound implications for divorce settlements both within Florida and potentially across the United States. Understanding Goodwill in Divorce Proceedings…
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Post-Closing Incentive Structures for Key Management in Private Equity
If you own or manage a company that a private equity firm is looking to acquire, and you plan to stay on after the closing, you’ll likely need to negotiate two key points: rolling over some or all of your equity and determining the incentive compensation you want to receive. In most acquisitions, but particularly…
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Vibe Check on TikTok: Legal Changes May Force App to Take the L
The future of TikTok is on the table in the United States. As has been widely covered, in April 2024, Congress passed the Protecting Americans from Foreign Adversary Controlled Applications Act (the “Act”), which conditionally banned TikTok in the U.S. should its parent company, ByteDance Ltd., fail to divest its ownership in the U.S. version…
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