Insights

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

Client Insight

Navigating FCC Rules in Broadcast Lending and Collateral Structuring

Under the Communications Act of 1934, as amended (the “Communications Act”), a Federal Communications Commission (the “FCC”) broadcast license cannot be owned or directly encumbered by security interests.1 Still, lenders routinely finance stations whose enterprise value pivots on the license. The market response relies on indirect pledges, equity-level control rights, and liens on sale proceeds.…

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Client Insight

Massachusetts Real Estate Transfers Over $1M Face New Tax Rules

Attention to owners of real estate in the Commonwealth (and the title companies and other professionals who advise them), the Massachusetts Department of Revenue (the “DOR”) recently adopted a new “millionaire’s tax” via 830 CMR 62B.2.4 (the “Regulation”). The Regulation imposes new withholding tax requirements on transfers of real estate within the Commonwealth involving a…

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Client Insight

Open Floodgates to Personal Injury? RICO Claims Post-Horn

The Racketeer Influenced and Corrupt Organizations Act (“RICO”) is well known for having outgrown its original purpose. No longer a mere tool for prosecuting the mob, today it casts a net over a range of garden variety business disputes, serving as the hook for treble damages where other common law or statutory claims do not…

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Multimedia

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

Video

The DOJ’s New Agenda: What Every Business Should Know About the False Claims Act

  This webinar explored the evolving impact of the False Claims Act on businesses of all industries. Led by Evan J. Gotlob, a seasoned litigator in corporate compliance, the session covered the DOJ’s latest enforcement priorities, the renewed focus on corporate accountability, and practical steps companies could take to strengthen compliance and reduce risk.  …  This webinar explored the evolving impact of the False Claims Act on businesses of all industries. Led by Evan J. Gotlob, a seasoned litigator in corporate compliance, the session covered the DOJ’s latest enforcement priorities, the renewed focus on corporate accountability, and practical steps companies could take to strengthen compliance and reduce risk.  …

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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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Representative Matters

Commercial Real Estate

We represented BH Group Miami and PEBB Enterprises in a landmark 77,699-square-foot lease with national law firm Kanner & Pintaluga at 6600 N. Military Trail, a 28.9-acre mixed-use campus in Boca Raton, Fla. This major transaction highlights our clients’ vision for a dynamic, amenity-rich corporate destination and underscores DarrowEverett’s experience guiding complex, high-value real estate deals. We have been representing the owners of this property since their acquisition two years ago, and we have been proud to play a central role in the project’s success by providing ongoing support in connection with development efforts.

We served as counsel to the buyer in connection with the acquisition of substantial commercial real estate in New York City. The firm handled all aspects of the real estate transaction including negotiation of the purchase and sale agreement and amendments, due diligence with respect to title, survey, existing tenant leases, declaration regarding cross easements and other related matters, as well as all aspects of pre-closing and closing.

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Corporate & Business Transactions

We represented a New England-based client in a joint venture agreement for the development of a 40B apartment project. The matter involved both registered and unregistered land, title matters, the development of easements and use restrictions and negotiation of a complex joint venture agreement involving partnership terms, commercial loan documents and construction contracts.

We served as sponsor’s counsel in connection with the formation of various private funds and their Regulation D offerings to support the acquisition of prime real estate in Texas, Florida, and the heart of New York City. Our team prepared all fund and offering documentation—including the private placement memorandum, subscription agreement, and limited liability company agreement—guiding the sponsor through every stage from structuring to execution.

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Banking & Finance

We served as lender’s counsel to a private investment firm in connection with its extension of acquisition financing to a private equity firm acquiring a company engaged in developing, licensing, and marketing a digital marketing and analytics platform for financial institutions. The borrower’s platform enables banks, credit unions, and other financial service providers to efficiently deliver personalized loan, deposit, and insurance offers to both existing and prospective customers. The financing package included a term loan at closing and a delayed-draw term loan facility, together with an equity kicker component. Our team advised on the structuring, negotiation, and tax considerations of the equity kicker, as well as all aspects of the financing from structuring through documentation and closing.

We served as counsel to a prominent private investment firm in connection with the upsize of an existing credit facility for a multistate HVAC residential and commercial services company. The transaction increased the borrower’s delayed draw term loan capacity to support future growth initiatives, bringing the total facility to over nine figures. Our team handled all aspects of the transaction, including negotiating an equity kicker via a warrant for the client.

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Business Litigation & Alternative Dispute Resolution

We defended and resolved a TCPA class action against a health insurance brokerage in federal court prior to class certification or discovery, achieving an early and favorable settlement while minimizing client exposure and litigation costs.

We secured a favorable ruling for our client in a proposed class action in the U.S. District Court for the Western District of Washington concerning the use of website tracking pixels. Plaintiffs alleged that sensitive health information—including addiction treatment inquiries and online assessment results—was improperly transmitted to third parties such as Google and Facebook. They asserted nine causes of action under federal and state law. The Court granted our motion to dismiss as to six of the nine claims, including negligence, invasion of privacy, breach of implied contract, and consumer protection claims under Washington, Ohio, and Indiana statutes. The decision eliminates the broadest theories of liability premised on the use of third-party tracking tools, while leaving only a limited subset of claims to proceed. This ruling aligns with a growing body of federal decisions scrutinizing claims involving online data-tracking technologies and provides important guidance for entities facing similar challenges across jurisdictions.

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Family Law

We secured an award of more than $2 million on behalf of a client that suffered abuse at the hands of leaders of the Boy Scouts of America. The award comes following BSA’s decades-long practice of covering such misconduct through an “ineligible volunteer” database that shielded the crisis from public knowledge for so long.

We successfully represented a client in the strategic drafting and negotiation of a prenuptial agreement that protected over $7 million in premarital assets, ensuring her client’s estate remained secure and insulated from future marital claims.

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Trusts & Estates

We successfully secured the removal of a trustee who had failed to act in the best interests of a special needs trust beneficiary, safeguarding the beneficiary’s long-term financial and personal welfare.

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.

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Energy & Infrastructure

Successfully closed a $14.8 million development-to-permanent loan to finance the development of a major renewable energy project in New England. This financing followed our representation of an affiliated entity in the strategic acquisition of the underlying real estate, secured through a $1.66 million mortgage loan. The coordinated closings demonstrate our team’s ability to navigate complex, multi-stage transactions involving real estate, finance, and renewable energy development.

We represented a manufacturing company in the purchase of $8.5 million in Investment Tax Credits arising from New York solar energy projects placed in service during 2024, including negotiation of a tax credit insurance policy and terms of permanent financing for the energy projects.

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Mergers & Acquisitions

Served as U.S. special counsel to a private investment firm in connection with the acquisition of a fleet of commercial aircraft. Our representation focused on U.S. legal aspects of the financing, including the structuring and documentation of key credit support facilities—specifically liquidity lines and revolving credit arrangements—that formed critical conditions precedent under the transaction’s credit agreement. The matter required close coordination with international counsel and financing parties to ensure seamless execution across multiple jurisdictions.

We served as seller’s counsel in closing the sale of a kitchen and bath design and installation business. As part of our representation, we negotiated the Asset Purchase Agreement, promissory notes (including buyer personal guaranties), and intercreditor subordination agreements, and also advised on the process for transitioning ownership and operations to the buyer.

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Labor & Employment

We served as sell-side counsel to a restaurant-focused technology and consulting firm specializing in supporting multi-unit restaurant operators, in its sale to a leading B2B technology and procurement platform serving the foodservice industry. Our team advised the client throughout the transaction life cycle, including negotiation and drafting of the purchase and sale agreement involving a combination of cash consideration and rollover equity. We also handled executive employment agreements and a complex, multi-faceted earnout structure tied to post-closing performance metrics.

We secured a six-figure judgement on behalf of several former restaurant employees in Rhode Island for violations of the Fair Labor Standards Act and Rhode Island Minimum Wage Pay Act. The restaurant failed to pay our clients proper overtime and wages in a timely manner, resulting in an award of liquidated damages and attorney’s fees and costs to our clients.

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Private Equity, Capital Markets & Securities

We served as lender’s counsel to a private investment firm in connection with its extension of acquisition financing to a private equity firm acquiring a company engaged in developing, licensing, and marketing a digital marketing and analytics platform for financial institutions. The borrower’s platform enables banks, credit unions, and other financial service providers to efficiently deliver personalized loan, deposit, and insurance offers to both existing and prospective customers. The financing package included a term loan at closing and a delayed-draw term loan facility, together with an equity kicker component. Our team advised on the structuring, negotiation, and tax considerations of the equity kicker, as well as all aspects of the financing from structuring through documentation and closing.

We served as lender’s counsel to a New York–based private investment firm in connection with six add-on acquisitions completed by the borrower within a four-month period under a delayed draw term loan facility. The borrower, a multistate residential home services company, expanded its operations across various states. Our team handled all aspects of the lender-side transaction, including structuring, documentation, and coordination of simultaneous closings.

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Land Use

We represented our client in securing a first-of-its-kind 20-year tax stabilization agreement from the Cumberland (RI) Town Council, paving the way for the $74 million redevelopment of the historic Ann & Hope Mill. The project will create 241 apartments—20% designated as affordable housing—making it one of the largest residential developments in the town’s history. This follows our work to secure historic district commission and preliminary plan approval for the development.

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

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Tax

We represented a New York-based private real estate company in a multi-tranche debt and tax credit financing that included Rhode Island Ready Incentive Financing, Rebuilt Rhode Island Tax Credit monetization, a mezzanine bridge loan, and a senior secured construction loan. Our work included negotiating a benefits agreement and structuring job-creation-based repayment terms for infrastructure improvements under the Rhode Island tax credits to collateralize a bridge loan; advising on intercreditor and subordination terms for mezzanine financing backed by tax credit proceeds; and serving as local counsel for a senior secured construction loan supporting the development of a new distribution facility.

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.

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