Insights

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

Client Insight

UCC Article 2: Because Even Your Toaster Deserves a Fair Contract

The Uniform Commercial Code (“UCC”) is a comprehensive set of laws governing commercial transactions. It was designed and drafted with the aim of standardizing, harmonizing, and simplifying the laws around commercial transactions across the country. It governs various aspects of commercial transactions, providing a consistent set of rules to promote fairness, predictability, and efficiency. While…

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Client Insight

The Power of Preferred Stock: A Primer for VC, PE, and Founders

Preferred stock is a key financing instrument in the world of private equity (PE) and venture capital (VC), frequently used to balance the interests of investors and founders. Issued by corporations, preferred stock confers specific rights and privileges — often outlined in the company’s certificate of incorporation — making it distinct from common stock. These…

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Client Insight

Super Hero No More: How Marvel and DC Lost Their Trademark on a Genre

I distinctly remember purchasing the Superman/Spiderman team-up when it came out in 1981. It was an oversized comic book, with heavier than usual pages and a vibrant color scheme, and that made it perfect for laying it out on my floor as I read it cover to cover more times than I could count. Worlds…

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Multimedia

Check out episodes of our DE Dealmakers podcast, our Take 2 series of unique business insights, and more.

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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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Video

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DE Dealmakers: Paige Held

On this episode of the DE Dealmakers podcast, we sat down with Paige Held, the powerhouse behind YogaJoint, who shared her incredible journey from yoga enthusiast to founder of a wellness empire! Paige talks about the highs, the hurdles, and her no-nonsense advice for entrepreneurs.On this episode of the DE Dealmakers podcast, we sat down with Paige Held, the powerhouse behind YogaJoint, who shared her incredible journey from yoga enthusiast to founder of a wellness empire! Paige talks about the highs, the hurdles, and her no-nonsense advice for entrepreneurs.

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DE Dealmakers: Steve Subar

Join us for the latest episode of the DE Dealmakers podcast, featuring Steve Subar, as he shares his expert insights on navigating the rapidly evolving landscape of technology and artificial intelligence. Leveraging his extensive experience, Steve offers a wealth of knowledge and strategic perspectives essential for professionals in the tech industry.Join us for the latest episode of the DE Dealmakers podcast, featuring Steve Subar, as he shares his expert insights on navigating the rapidly evolving landscape of technology and artificial intelligence. Leveraging his extensive experience, Steve offers a wealth of knowledge and strategic perspectives essential for professionals in the tech industry.

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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.

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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.

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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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