Insights

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Client Insight

Fiduciary Duties and Remedies in Florida LLCs: What Members Need to Know

Disputes among members of a limited liability company (LLC) are inevitable. Unlike casual disagreements with friends or roommates, conflicts within an LLC can have legal and financial consequences. Recognizing this reality, Florida law provides a structured framework governing the duties owed by LLC members and the recourse available when those duties are breached. These obligations,…

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Client Insight

Don’t Go Chasing Simple Waterfalls: Understanding Investment Return Structures

Waterfalls in private equity and venture capital dictate how investment returns are distributed among stakeholders. These structures determine who gets paid, in what order, and under what conditions. While all waterfalls aim to allocate cash flows, their design varies based on the complexity of the investment structure, investor preferences, the type of cash flow, and…

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Client Insight

Why Victims Need an Attorney—Even When They Can’t Drop the Case

How often do we assume a victim controls the trajectory of a criminal case? In reality, although a victim may initiate the criminal complaint, their control ends there. Once the complaint is in the hands of the prosecuting body, whether it’s the police, district attorney, city solicitor, or attorney general, a victim can no longer…

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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

screenshot for navigating labor law updates

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

Represented a prominent South Florida-based real estate investment group in connection with the acquisition of a commercial real estate portfolio consisting of 27 properties located in 11 states, occupied by 17 different regional and national commercial retail tenants. Our work involved negotiation and documentation of a line of credit collateralized by the portfolios. We undertook complex due diligence matters and drafted customary real estate acquisition documents.

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.

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Corporate & Business Transactions

Advised on compliance considerations for a lead generation campaign targeting consumers on behalf of a large national automobile manufacturer, ensuring adherence to federal and state marketing, consumer protection, and data privacy regulations.

Counseled biotechnology company in structuring and finalizing a series of strategic transactions with a publicly traded company, addressing key commercial, regulatory, and intellectual property considerations to enhance market positioning and growth potential.

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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 & Alternative Dispute Resolution

Secured important victory in a high-profile private nuisance case in Rhode Island Superior Court, gaining a preliminary injunction that bars an owner’s adjacent business from conducting operations that unreasonably interfere with our clients’ enjoyment of their own property and from filming or otherwise harassing them.

Notched a significant win on behalf of a Massachusetts cannabis retailer, securing a $3.4 million damages judgment for the client stemming from a theft of proprietary information.

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Family Law

Assisted high-net-worth client in annulling a months-old marriage after the spouse demanded a multimillion dollar distribution either by way of a transfer during the marriage or as part of a quick divorce. We succeeded in getting the spouse to sign off on annulment, acknowledging that the marriage had never been consummated, preserving our client’s personal wealth.

Obtained a high five-figure child support and child care arrearage, resulting in a combined support and arrearage payment of over $3,000 a month. Client also maintained sole custody and primary placement of the child.

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Trusts & Estates

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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Energy & Infrastructure

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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Mergers & Acquisitions

Counseled biotechnology company in structuring and finalizing a series of strategic transactions with a publicly traded company, addressing key commercial, regulatory, and intellectual property considerations to enhance market positioning and growth potential.

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.

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Labor & Employment

Andrew J. Adams and Kevin P. Gildea of DarrowEverett LLP’s Labor & Employment Practice Group secured a significant victory for and employer at the New Jersey Appellate Division, which affirmed a summary judgment ruling from late 2023. The case was originally brought by a former employee alleging discrimination under the New Jersey Law Against Discrimination and as a common law Pierce action based upon alleged public policy violations arising during the early days of COVID-19.  The appeal, argued in December of 2024 and decided on January 21, 2025, affirmed summary judgment in favor of the employer on all counts.

The Appellate Division upheld the dismissal of all four counts of the Plaintiff’s amended complaint, stating that “Based upon our de novo review, we conclude that plaintiff failed to meet her burden of identifying the existence of any clearly mandated public policy, which was violated by [the employer]” and rejecting plaintiff’s contention that future regulatory mandates should be considered in determining the existence of public policy. The Appellate Division also determined that the plaintiff had produced no evidence to support the claim that her termination was pretextual or motivated by discriminatory intent.

Represented executives in a $21 million Series B round.

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Private Equity, Capital Markets & Securities

Advised a prominent New York-based private investment firm on its junior preferred investment, made through a special purpose vehicle, in a leading software, data, financial, and management services provider for music artists and independent record labels at a post-money valuation nearing $1 billion, handling all aspects of the transaction, including negotiations, due diligence, drafting of junior preferred investment documents, and closing.

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.

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Land Use

Secured municipal approval for a luxury condominium development comprising 32 residential units in Providence, Rhode Island.

Secured master plan approval for a residential community encompassing 732 dwelling units in Coventry, Rhode Island.

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Tax

We represented the McKee Group in obtaining $50 million in financing in connection with its purchase of a residential luxury apartment complex with resort-style amenities located in suburban Philadelphia, PA. This deal involved the establishment of a $50 million borrowing facility and creating a complex legal entity structure to allow tenants in common to use 1031 exchange funds in connection with the acquisition, and other customized deal items.

We represented a national meat producer, packager and distributor, and a leading U.S. private equity firm with a minority stake in the meat company, in connection with their add-on acquisitions of two prominent meat suppliers. The transaction included implementation of a complex corporate reorganization structure.

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