Insights

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

Client Insight

Your Business’s Growth Blueprint: Why Solid Legal Documents Matter

Every successful business owner has ambition to grow, scale, and take his/her company to the next level. However, there’s one critical, often overlooked aspect that can make or break a business’s ability to get to that level: legal documentation. As advisors to private equity firms and small businesses alike, we know that seizing opportunities is…

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Client Insight

AI Created It—But Do You Own It? IP Issues Explained

As artificial intelligence (AI) technologies increasingly generate content, designs, code, inventions, and even music, businesses face a pressing legal question: who owns the output when a machine creates it? The legal landscape governing AI-generated intellectual property (IP) is still evolving—and while AI offers enormous efficiencies, it also presents novel risks for companies that fail to…

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Client Insight

What the One Big Beautiful Bill Means for Businesses, Individuals

The One Big Beautiful Bill Act, which was signed by President Donald Trump on Friday afternoon, carries significant implications for businesses and individuals alike—including key changes to solar and clean energy incentives, corporate taxation, estate taxation and Medicare provisions. Here’s what you should know. Solar & Clean Energy Credits Analysis The biggest takeaway from this…

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Multimedia

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

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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Video

screenshot for navigating labor law updates

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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Representative Matters

Commercial Real Estate

Represented BH Group Miami, a prominent Miami-based real estate development firm, on the acquisition and financing of a significant $83 million waterfront property transaction in Miami-Dade County involving real estate, financing, and joint venture components. The deal involved the negotiation and closing on the purchase of two 10-story towers comprising over 330 residential units, and all aspects of the associated due diligence. As part of the acquisition, our finance team assisted BH Group in securing a significant loan from a Miami-based mortgage lender, negotiating favorable financing terms to support and fund a portion of the purchase. Additionally, our corporate and finance teams structured a joint venture with a strategic partner, drafted a comprehensive joint venture agreement, and negotiated and closed on a collateralized loan facility in collaboration with the joint venture partner.

Represented a prominent South Florida-based real estate investment group in connection with the acquisition of a commercial real estate portfolio consisting of 27 properties located in 11 states, occupied by 17 different regional and national commercial retail tenants. Our work involved negotiation and documentation of a line of credit collateralized by the portfolios. We undertook complex due diligence matters and drafted customary real estate acquisition documents.

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Corporate & Business Transactions

Represented a major Canadian private equity firm in the simultaneous closings of two strategic roll-up transactions for a regional waste disposal platform that consolidated two regional waste-disposal and recycling operators in the Northeast. The deals were financed through a senior secured credit facility provided by a large institutional lender and a seller earn-out. Our multidisciplinary team structured the acquisitions of the holding company; negotiated two separate asset purchase agreements and disclosure schedules; conducted accelerated search and payoff diligence for sellers; reviewed loan documents in connection with the upsize senior secured credit facility documents; and closed both acquisitions on an expedited timeline, aligning funding mechanics and post-closing integration milestones for the sponsor’s nationwide growth strategy.

We represented a New York-based private equity/credit sponsor in the roll-up and simultaneous closing of a regional pawn shop, marking the 30th store acquisition for the platform. Our work included structuring the acquisition, coordinating diligence, including in connection with licensing, negotiating the purchase and lease agreements, and shepherding all regulatory filings to closing.

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Banking & Finance

Represented BH Group Miami, a prominent Miami-based real estate development firm, on the acquisition and financing of a significant $83 million waterfront property transaction in Miami-Dade County involving real estate, financing, and joint venture components. The deal involved the negotiation and closing on the purchase of two 10-story towers comprising over 330 residential units, and all aspects of the associated due diligence. As part of the acquisition, our finance team assisted BH Group in securing a significant loan from a Miami-based mortgage lender, negotiating favorable financing terms to support and fund a portion of the purchase. Additionally, our corporate and finance teams structured a joint venture with a strategic partner, drafted a comprehensive joint venture agreement, and negotiated and closed on a collateralized loan facility in collaboration with the joint venture partner.

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.

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Business Litigation & Alternative Dispute Resolution

We settled a significant six-figure pre-suit demand for just 6.4% of the initial claim on behalf of a client involved in a services agreement dispute with a digital content and media company. By combining a business-minded approach to this threatened action with strong negotiation skills, she helped the client avoid unnecessary legal spend and business disruption.

In a pending trade secrets case brought by a Massachusetts-based company, we successfully represented three defendants who were dismissed for lack of personal jurisdiction. The court found that the plaintiff’s jurisdictional allegations were overly conclusory and failed to satisfy both the Massachusetts Long-Arm Statute and constitutional due process requirements.

The dismissed defendants included an individual residing in California and two business entities based in Texas and California. The Court’s decision significantly weakens the plaintiff’s case against the remaining defendant by eliminating four key claims for breach of contract, fraud, tortious interference and Chapter 93A violations, while two others were substantially undercut due to their reliance on collective conduct by all four defendants.

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Family Law

A client shared this quote following the completion of her divorce: “Thank you for everything. You cared. You listened. And you helped me. I appreciate you for every second you help me. It’s rare to meet someone who shows compassion and cares. You work hard and you do what’s right. A true diamond in the rough … Thank you again.”

The following note comes from a client: “I am trying to convey how very grateful I am with regard to what you have done for my life and I don’t know if I accurately can. Perhaps what I can say to convey it to you — is every time something goes wrong at my apartment with regard to my boys — my first thought before correcting them is, ‘This is what I wanted, shared placement,’ and it is such a great feeling!”

 

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Trusts & Estates

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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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

Represented a major Canadian private equity firm in the simultaneous closings of two strategic roll-up transactions for a regional waste disposal platform that consolidated two regional waste-disposal and recycling operators in the Northeast. The deals were financed through a senior secured credit facility provided by a large institutional lender and a seller earn-out. Our multidisciplinary team structured the acquisitions of the holding company; negotiated two separate asset purchase agreements and disclosure schedules; conducted accelerated search and payoff diligence for sellers; reviewed loan documents in connection with the upsize senior secured credit facility documents; and closed both acquisitions on an expedited timeline, aligning funding mechanics and post-closing integration milestones for the sponsor’s nationwide growth strategy.

We represented a New York-based private equity/credit sponsor in the roll-up and simultaneous closing of a regional pawn shop, marking the 30th store acquisition for the platform. Our work included structuring the acquisition, coordinating diligence, including in connection with licensing, negotiating the purchase and lease agreements, and shepherding all regulatory filings to closing.

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Labor & Employment

Andrew J. Adams and Kevin P. Gildea of DarrowEverett LLP’s Labor & Employment Practice Group secured a significant victory for and employer at the New Jersey Appellate Division, which affirmed a summary judgment ruling from late 2023. The case was originally brought by a former employee alleging discrimination under the New Jersey Law Against Discrimination and as a common law Pierce action based upon alleged public policy violations arising during the early days of COVID-19.  The appeal, argued in December of 2024 and decided on January 21, 2025, affirmed summary judgment in favor of the employer on all counts.

The Appellate Division upheld the dismissal of all four counts of the Plaintiff’s amended complaint, stating that “Based upon our de novo review, we conclude that plaintiff failed to meet her burden of identifying the existence of any clearly mandated public policy, which was violated by [the employer]” and rejecting plaintiff’s contention that future regulatory mandates should be considered in determining the existence of public policy. The Appellate Division also determined that the plaintiff had produced no evidence to support the claim that her termination was pretextual or motivated by discriminatory intent.

Represented executives in a $21 million Series B round.

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Private Equity, Capital Markets & Securities

Advised a prominent New York-based private investment firm on its junior preferred investment, made through a special purpose vehicle, in a leading software, data, financial, and management services provider for music artists and independent record labels at a post-money valuation nearing $1 billion, handling all aspects of the transaction, including negotiations, due diligence, drafting of junior preferred investment documents, and closing.

Represented a prominent New York-based private credit and equity investment firm in connection with a complex debt and equity financing transaction involving a multistate HVAC, plumbing, and electrical services company. The transaction included a credit facility consisting of a delayed draw term loan (DDTL), term loan, and revolving line of credit, as well as a preferred equity investment. Our team provided comprehensive legal services throughout the process, including due diligence, negotiation, drafting, and closing of all related agreements, ensuring a successful outcome for our client.

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Land Use

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

Secured master plan approval for a residential community encompassing 732 dwelling units in Coventry, Rhode Island.

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Tax

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.

We represented a national meat producer, packager and distributor, and a leading U.S. private equity firm with a minority stake in the meat company, in connection with their add-on acquisitions of two prominent meat suppliers. The transaction included implementation of a complex corporate reorganization structure.

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