Insights
Our team wants you to stay informed about legal and regulatory developments that impact your business.
Closing with Confidence: Representations and Warranties Insurance in M&A
Representations and warranties insurance (RWI) has become an increasingly common feature in mergers and acquisitions (M&A) transactions, serving as a risk management tool for both buyers and sellers. RWI facilitates deal-making by offering protection against financial losses arising from breaches or inaccuracies of the representations and warranties made by the seller in the transaction documents,…
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Survival Periods and Delaware’s Statute of Limitations in M&A
Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and their clients alike favor both increasing efficiencies and achieving predictability in how deal documents would be analyzed if there is ever a dispute. As a…
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What Texas Court’s Decision on Non-Competes Means for Businesses
The Federal Trade Commission’s (FTC) ambitious attempt to implement a nationwide ban on non-compete agreements (with limited exceptions) has hit a significant legal roadblock. On August 20, 2024, U.S. District Judge Ada Brown of the Northern District of Texas issued a ruling that permanently enjoins the enforcement of the FTC’s proposed ban on a nationwide…
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Multimedia
Check out episodes of our DE Dealmakers podcast, our Take 2 series of unique business insights, and more.
DE Dealmakers: Steve Subar
Cover Your Assets: A Guide to Estate Planning Webinar
Watch
Chad Gottlieb Discusses Artificial Intelligence with WPTV
Representative Matters
Commercial Real Estate
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.
We represented PEBB Enterprises and BH Group in their $48.5 million joint venture acquisition of a prime waterfront shopping center in Fort Lauderdale that will be redeveloped to include 361 housing units. Our representation included work within the corporate, commercial real estate and financing aspects of the transaction. Our corporate team drafted and negotiated the JV and a subsequent JV with The Related Group, a luxury residential real estate developer, while the commercial real estate and financing teams assisted with due diligence, financing and closing of the transaction with a large Florida-based bank.
Corporate & Business Transactions
Represented an owner/investor in a complex multistate business separation of a real estate company and its subsidiaries which involved financing through multiple lenders, transfers of real estate, as well as all interests in the old and new real estate entities. We not only provided the above-mentioned representation, but also negotiated the agreement that governed the transactions, drafted the documents to facilitate the transfers and changes to corporate governance, performed due diligence and cured title and corporate defects found during the process, coordinated financing and loan modifications work with multiple lenders, and reorganized and streamlined our client’s portfolio and holdings.
Advised portfolio company of an investment manager headquartered in New York in connection with its roll-up acquisition of several gaming sites in Georgia, including negotiation of documentation and licensing with the Georgia Lottery Commission.
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.
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.
Labor & Employment
Represented executives in a $21 million Series B round.
Represented artificial intelligence and machine learning company in an acquihire transaction.
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.
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.
Contact Us
Please contact us to let us know how DarrowEverett can serve you.
Commercial Real Estate
Commercial Real Estate
DarrowEverett’s Commercial Real Estate team is known for its ability to handle complex real estate transactions, ranging from large-scale residential properties and projects to more specialized types of properties and projects…
Banking & Finance
Banking & Finance
DarrowEverett’s Banking and Finance Practice globally represents a wide variety of clients in cutting-edge financing transactions. Our clients range from the nation’s largest corporations to leading investment banks…
Business Litigation & Dispute Resolution
Business Litigation & Dispute Resolution
DarrowEverett’s Business Litigation & Dispute Resolution team consists of highly skilled, experienced attorneys with an impressive track record of success in complex, high stakes litigation before federal and state…
Private Wealth Services
Private Wealth Services
In the complex and ever-changing landscape of wealth management, clients require sophisticated counsel for individuals, businesses, organizations, foundations, and families to ensure the preservation of wealth, orderly…
Tax
Tax
DarrowEverett’s tax attorneys work with a broad range of clients, including energy companies, real estate investors and developers, private equity firms, financial institutions, large privately held manufacturers, construction…
Private Equity, Capital Markets, and Securities
Private Equity, Capital Markets, and Securities
DarrowEverett’s Private Equity, Capital Markets, and Securities team is uniquely positioned to advise domestic and international public and private companies of all sizes. We regularly advise on structuring capital or debt raises…
Labor & Employment Law
Labor & Employment Law
DarrowEverett’s Labor & Employment Law Practice provides legal guidance that takes the guesswork out of complex employment matters so that our clients can focus on running their business…
Intellectual Property & Technology
Intellectual Property & Technology
DarrowEverett’s Intellectual Property & Technology Practice diligently serves our clients by handling an extensive array of intellectual property & technology services. We have a deep understanding of both specialized…
Corporate & Business Transactions
Corporate & Business Transactions
DarrowEverett’s Corporate and Business Transactions attorneys work together to provide our clients with extensive guidance in entity formation, maintenance and structuring activities; corporate governance…
Healthcare and Life Sciences
Healthcare and Life Sciences
The DarrowEverett Health Care & Life Sciences Practice advises clients across the heavily regulated and consistently evolving health care and life sciences industry. Service providers including hospitals; facilities; manufacturers;…
Regulatory and Compliance
Regulatory and Compliance
Legislation, regulations, enforcement actions, and industry guidelines, at both the federal and state level, can significantly impact both a company’s business operations in the present and its strategic planning for the future…
Government Investigations
Government Investigations
DarrowEverett’s Government Investigations Practice represents individuals, corporations, senior executives, officers, board members, and other licensed, as well as unlicensed professionals subject to government…
Environmental
Environmental
DarrowEverett’s Environmental Practice Group provides legal guidance in this heavily regulated and continually evolving industry. We assist companies, developers, and investors across numerous industries navigate…
Restructuring
Restructuring
DarrowEverett’s Restructuring Practice Group has the expertise to assist our clients in any distressed business situation. Our practitioners work aggressively to represent our clients’ interests, whether those entail maximizing…
Energy & Natural Resources
Energy & Natural Resources
DarrowEverett’s Energy and Natural Resources Practice Group provides legal guidance in these rapidly changing industries. We assist companies, developers, and investors across numerous industries manage energy-related…
Family Law
Family Law
DarrowEverett’s family law practitioners cover a broad range of needs and complex matters, from navigating divorces, custody battles and child support issues. We know that most clients simply want to feel heard and get through a difficult time in one piece.…
Data Privacy and Cybersecurity
Data Privacy and Cybersecurity
In our increasingly digital world, electronic data can flow freely between people and businesses, and laws aimed at consumer data may critically impact your legal compliance.…