Resources

Insights

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

Buy, Sell, Pay Taxes: SCOTUS Decision Places Its Own Premium on Buy-Sell Insurance

All U.S. closely held businesses just received a warning from the highest court in the land that they should review their succession plans (or else risk a higher tax bill for the estates of their owners). On June 6, 2024, the Supreme Court of the United States (“SCOTUS”) issued its unanimous decision on Connelly v.…
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Decisions, Decisions: Choice of Entity vs. Choice of Tax Classification

Before forming any entity, founders need to make two fundamental decisions: which entity type is best for their business operations and which tax classification is best for the owners. Although the entity type and tax classification can be changed after formation, some forethought before forming a business can reduce expenses, taxes, and headaches. Choice of…
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What Florida Sales Tax Cut Means for Florida Commercial Tenants

Broadly speaking, according to the Florida Department of Revenue, each Florida sale, amusement park admission, storage unit and rental is taxable (unless it falls under an exemption, such as nonprofits). More specifically, sales tax is imposed on the rental of real property. As stated explicitly in the Florida Statutes, any business or person that rents,…
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Multimedia

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

Cover Your Assets: A Guide to Estate Planning Webinar

Estate planning is a critical aspect of financial management that often gets overlooked or postponed. However, having a comprehensive estate plan in place is vital for safeguarding your assets, minimizing tax liabilities, and ensuring your wishes are carried out effectively. In this webinar, DE attorney Benjamin Miller discusses: • The Importance of Avoiding Probate, And…
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Chad Gottlieb Discusses Artificial Intelligence with WPTV

Chad Gottlieb explores the domain of artificial intelligence on WPTV, offering insights into effective strategies for safeguarding your invaluable information and intellectual property.

Partner Julie Bradlow Discusses Tax Structuring and Tax Planning with Citybiz

In the contemporary business landscape, the significance of tax structuring and planning has reached unprecedented levels, necessitating meticulous attention from businesses. Julie Bradlow, Tax Department Chair, undertakes this crucial responsibility with precision and expertise, ensuring optimal tax strategies for our clients. Learn more about the corporate structuring and M&A matters she routinely handles, and much…
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Representative Matters

Commercial Real Estate

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.

Assisted client in acquiring a portfolio of franchised restaurants in New York through a sale-leaseback transaction, drafting the transaction documents, leases and organizational documents on behalf of the client and their partners. We negotiated the documents, completed all diligence and facilitated the closing, achieving the client’s goals of limiting their exposure while securing high-quality assets under an aggressive deadline. We then assisted the client in selling the properties individually through negotiating sales agreements, resolving purchaser diligence inquiries and coordinating closings. As a result of our organization and attentiveness during the acquisition phase, the properties were well positioned for quick and easy sales.

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Corporate & Business Transactions

Served as investor counsel in connection with the negotiation and drafting of two companion joint ventures entered into with a family office real estate acquisition and management group. The joint ventures were formed for the purpose of acquiring three parcels of prominently situated property in downtown Houston, Texas, including two parcels consisting of office buildings intended to qualify as qualified opportunity zone (QOZ) property. Our representation also included structuring the investor’s companion investment entities that were formed for the purpose of holding the QOZ partnership interest and non-QOZ partnership interest in the joint ventures and preparing the investment entities’ Rule 506(b) syndication offering documents.

Represented a large private equity firm and one of its portfolio companies, a national wholesale meat supplier, in its add-on acquisition of a regional sausage and hot dog producer. Our representation included preparing and negotiating the purchase documents, reorganization of the brands involved, including drafting and negotiation of all related documents, establishing a revolving credit facility, and working with a high-profile national bank on two loans that financed the transaction.

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Banking & Finance

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.

Represented a Massachusetts-based equity fund in connection with the acquisition and acquisition financing for property located in Connecticut operated as a distribution center for a publicly traded equipment rental company.

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Business Litigation & Dispute Resolution

In Rhode Island Supreme Court, we successfully defended a municipality from a plaintiff attacking the town’s approval of a development plan and subsequent federal court settlement. The plaintiff sought to overturn the federal consent order in state court which settled matters between the town and the developer, allowing the project to move forward. The Supreme Court upheld the town’s position that the plaintiff lacked the required standing to challenge the agreement and found the plaintiff’s effort to be an improper collateral attack on the federal court order.

Successfully defended an appeal of the decision of a zoning board of a Rhode Island community in superior court in which the court affirmed the board’s denial of a use variance application because the record demonstrated that the denial did not deprive the applicant of all beneficial use of its property.

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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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