Resources

Insights

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

Terminating Employees? Ignoring State And Local Wage Laws Can Cost You

Terminating employees can be a daunting task. Failing to follow your state or local rules when terminating an employee can make the task exponentially more difficult and expensive. When a business plans on firing or laying off an employee (known as “involuntary termination”) it is imperative business owners consult state and local laws prior to…
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IRS Targeting Partnership Basis-Shifting Transaction Schemes

The Internal Revenue Service (“IRS,” or the “Service”) issued guidance on June 17, proposing new regulations and releasing a revenue ruling to challenge the use of basis-shifting transactions by complex partnerships. In making its announcement, IRS officials stated that closing this loophole could result in over $50 billion in new tax revenue for the U.S.…
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The Cost of Ambiguity: Post-Chevron Compliance Could Be Expensive

In a landmark decision issued on June 28, 2024, the Supreme Court in Loper Bright v. Raimondo and Relentless v. Department of Commerce (“Loper Bright”) overturned the Court’s 1984 opinion in Chevron, U.S.A., Inc. v. National Resources Defense Council, Inc. (“Chevron”). In a 6-3 decision, the Supreme Court held that the Chevron doctrine “cannot be…
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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

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.

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.

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

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.

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.

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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

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.

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.

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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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