Insights

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

Client Insight

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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Client Insight

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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Client Insight

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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Multimedia

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Video

Digital Defense: Safeguarding Your Business and Website From Privacy Act Risks

Companies managing public-facing websites should take note of an emerging and potentially costly trend: the rise of mass arbitration claims. These claims often allege that the use of third-party data analytics software by website operators violates data privacy laws. How can your business stay ahead of this challenge and minimize exposure to such claims? Listen…Companies managing public-facing websites should take note of an emerging and potentially costly trend: the rise of mass arbitration claims. These claims often allege that the use of third-party data analytics software by website operators violates data privacy laws. How can your business stay ahead of this challenge and minimize exposure to such claims? Listen…

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Video

Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and Sale Agreements

  Want to simplify your commercial real estate transactions? Watch our latest webinar, Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and Sale Agreements. Led by DE attorney Daniel Meyer, a seasoned member of our Commercial Real Estate and Corporate Practice Groups, this session provides valuable insights into effectively negotiating and drafting commercial real…  Want to simplify your commercial real estate transactions? Watch our latest webinar, Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and Sale Agreements. Led by DE attorney Daniel Meyer, a seasoned member of our Commercial Real Estate and Corporate Practice Groups, this session provides valuable insights into effectively negotiating and drafting commercial real…

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Video

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Employer’s Edge — Navigating Labor & Employment Law Updates

Join us for the “Employer’s Edge: Navigating Labor & Employment Law Updates” webinar, presented by attorneys Andrew Adams, Stacy Thomsen, and Matt Pecoy. This session dives into essential updates from the Department of Labor, overtime policy changes, wage laws, pay equity, and the FTC’s proposed ban on non-compete agreements. Slides from this webinar presentation can be…Join us for the “Employer’s Edge: Navigating Labor & Employment Law Updates” webinar, presented by attorneys Andrew Adams, Stacy Thomsen, and Matt Pecoy. This session dives into essential updates from the Department of Labor, overtime policy changes, wage laws, pay equity, and the FTC’s proposed ban on non-compete agreements. Slides from this webinar presentation can be…

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Representative Matters

Commercial Real Estate

We represented a joint venture of real estate investment groups in connection with the acquisition of two commercial real estate portfolios consisting, in aggregate, of 45 properties located in 12 states, occupied by regional and national commercial tenants. Our work involved negotiation and documentation of a loan collateralized by both portfolios and coordination of like-kind exchanges. We undertook complex due diligence matters and drafted customary real estate acquisition and lease documents.

Represented a prominent South Florida real estate investment group in connection with the acquisition of a commercial real estate portfolio consisting of 12 properties located in three different states, occupied by national commercial tenants. Our work involved complex diligence matters and drafting customary and complex real estate acquisition documents.

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Corporate & Business Transactions

Represented a prominent New York-based private credit and equity investment firm in connection with a complex debt and equity financing transaction involving a multistate HVAC, plumbing, and electrical services company. The transaction included a credit facility consisting of a delayed draw term loan (DDTL), term loan, and revolving line of credit, as well as a preferred equity investment. Our team provided comprehensive legal services throughout the process, including due diligence, negotiation, drafting, and closing of all related agreements, ensuring a successful outcome for our client.

We represented a prominent New York-based investment firm in a Series B preferred equity financing, supporting its investment in a rapidly expanding, multistate provider of interactive and sensory-related experiences. Our team delivered end-to-end legal counsel, including conducting thorough due diligence, drafting and negotiating equity financing documents, and navigating the transaction through to closing. Additionally, we negotiated employment agreements for the founders, safeguarding the client’s investment by aligning key personnel incentives with the company’s long-term growth objectives.

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Banking & Finance

Attorneys from DE’s corporate, commercial real estate, and banking & finance departments represented BH Group in finalizing a partnership agreement between BH Group and Lennar Corporation. The partnership agreement led to the contribution of the Presidential Golf Club, a 104.3-acre golf course near Aventura, Florida, to the joint venture for approximately $17.5 million, with the intent of developing over 100 luxury homes. In connection with the contribution, we negotiated and finalized documentation required to release the land from the existing mortgage encumbrance and then convert the indebtedness into a mezzanine loan facility.

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.

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Business Litigation & Dispute Resolution

Defended a MarTech company in breach of contract litigation filed in an unfriendly federal district, resulting in the plaintiff’s payment of a six-figure settlement to our client prior to being required to file an answer. We immediately engaged in voluntary disclosure of information pre-discovery to demonstrate facts disproving the plaintiff’s case and forcing a settlement without our client incurring the added cost, expense, and time associated with discovery and protracted litigation.

Earned summary judgment in favor of seller of high-end real estate involved in dispute over default of a purchase and sales agreement. Though the buyer contended he was still entitled to purchase the property in addition to receiving monetary damages for the default, we successfully argued that our client’s fulfillment of the monetary damages stipulated in the contract completed his obligations.

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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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