Insights

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

Client Insight

Blacklisted Condos: A Growing Crisis for Owners and Buyers

The blacklisting of condominium/condo associations by financial institutions and insurance providers has emerged as a pressing issue in the real estate finance and housing sector. This practice, which involves lenders or insurers refusing to provide services to specific condominium associations, has significant implications for property values, homeowner affordability, and overall market stability. The practice raises…

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Client Insight

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized from the sale of QSBS, subject to certain limitations. This exclusion can result in substantial tax savings, making it highly attractive to…

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Client Insight

Less Red Tape, More Capital? SEC Clarifies 506(c) Verification Rules

On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a significant no-action letter clarifying the use of high minimum investment amounts as a method for verifying accredited investor status under Rule 506(c) of Regulation D (the “Letter”).[1] Background: Rule 506(c) and Accredited Investor Verification Rule 506(c), introduced under the Jumpstart Our Business Startups…

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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

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 & 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

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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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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