Author Info for DarrowEverett LLP

Andrew Adams

What Texas Court’s Decision on Non-Competes Means for Businesses

The Federal Trade Commission’s (FTC) ambitious attempt to implement a nationwide ban on non-compete agreements (with limited exceptions) has hit a significant legal roadblock. On August 20, 2024, U.S. District Judge Ada Brown of…more

Administrative Procedure Act, Arbitrary and Capricious, Competition, Employees, Employer Liability Issues

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Dane Ardente

Land Use Challenges Showcase What’s There for the ‘Taking’

The Fifth Amendment of the U.S. Constitution provides that “No person shall be… deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation.”…more

Constitutional Challenges, Due Process, Equal Protection, Fifth Amendment, Fourteenth Amendment

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Joshua Berlinsky

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…more

Brand, Generic Marks, Genericide, Goods or Services, Intellectual Property Litigation

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Samuel Blink

Lessons From the License to Drive (and Protect) Sports Illustrated

For years, Sports Illustrated (SI) has provided exclusive, in-depth looks into some of sports’ greatest games and players, with its voice and visuals providing great entertainment and information for sports fans around the…more

Abandonment, Brand, Intellectual Property Protection, License Agreements, Licensees

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Julie Bradlow

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing just…more

Acquisitions, Asset Class, Business Assets, Buyers, Cost Allocation

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Michael Burke

[Webinar] Digital Defense: Safeguarding Your Business and Website From Privacy Act Risks - December 18th, 12:00 pm - 12:45 pm ET

Businesses operating public-facing websites should be aware of a troubling (and potentially expensive) trend: Mass arbitration claims are being filed against site operators, with plaintiffs arguing that website operators' use of…more

Arbitration, Data Privacy, Defense Strategies, Privacy Laws, Risk Mitigation

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Thomas Carlotto

Release Me? Supreme Court to Resolve Contentious Bankruptcy Issue

In March 2022, we discussed the decision by the Southern District of New York (the “District Court”) overturning the U.S. Bankruptcy Court for the Southern District of New York’s (the “Bankruptcy Court”) confirmation of…more

Appeals, Bankruptcy Code, Bankruptcy Court, Certiorari, Chapter 11

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Sean Coffey

The Future of U.S. Environmental Regulation: What to Expect in 2025

While still a newly minted lawyer early in 1977, I had the good fortune to land a job with the then brand-new Rhode Island Department of Environmental Management. This coincided with the 1976 election of Jimmy Carter as…more

CERCLA, Clean Air Act, Clean Power Plan, Clean Water Act, Climate Change

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Zachary Darrow

What SEC’s Transparency Rule Means for Investors, Advisers and Funds

Earlier this summer, we wrote about both new and amended rules proposed by the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”) regarding private funds, their advisers,…more

Compliance, Disclosure Requirements, Final Rules, Fund Managers, Investment

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Eric Everett

Don’t Let Bad Indemnity Provisions Become Your Environmental Disaster

Successor liability is a phrase that corporate officers hope to never have to utter to their board of directors or shareholders. Unfortunately, it’s a common phrase in environmental litigation and a need-to-know concept in…more

Acquisitions, Board of Directors, CERCLA, Corporate Governance, Environmental Litigation

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Kevin Gildea

Danger, Does Not Compute: SEC Takes Aim at Predictive Data Analytics Per Proposed Rules

On July 26, 2023, the Securities and Exchange Commission (“SEC”), in a 3-2 vote, issued a release (the “Release”) containing proposed rules to address conflicts of interest associated with broker dealers’ and investment…more

Artificial Intelligence, Broker-Dealer, Comment Period, Conflicts of Interest, Investment Adviser

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Chad Gottlieb

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…more

Anti-Dilution Terms, Dividends, Investment, Investors, Liquidation

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Brad Hickey

How New Delaware Amendments Impact Stockholder, Merger Agreements

Over the summer, Delaware enacted a number of amendments to the General Corporation Law of the State of Delaware (the “DGCL”). The amendments were largely crafted in response to several recent decisions by the Delaware Chancery…more

Acquisitions, Board of Directors, Corporate Governance, Delaware General Corporation Law, Legislative Agendas

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Andrew Howayeck

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…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Constitutional Challenges, Government Agencies

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Katie Howayeck

Short-Term Rental Proposal is Latest Threat to Airbnb/Vrbo Business Model

In many states, the tide appears to be turning against short-term rentals. With restrictions on short-term rentals, such as Airbnb and Vrbo, on the rise, businesses operating short-term rental properties are running out of…more

AirBnB, Homeowners, Landlords, Legislative Agendas, Local Ordinance

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Ashwini Jayaratnam

Litigating Arbitration Awards: Federal Courts Decline to Punch the Jurisdictional Ticket

Over two years ago, the United States Supreme Court divested the federal courts of jurisdiction over all but a few disputes concerning the confirmation or vacation of arbitration awards. Since then, the federal appellate courts…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Badgerow v Walters

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Laura Kaplan

Mastering the Art of Lease Negotiation: Crafting Win-Win Agreements

Clients often request that their counsel focus lease negotiations exclusively on those terms most likely to have the most significant impact on economics and the long-term relationship with the counterparty. This request comes…more

Contract Negotiations, Contract Terms, Landlords, Leases, Letters of Intent

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Sarah Oster Kelly

Trust Administration: Key Steps to Protecting Your Legacy

Estate planning is an essential process which can ensure that your wealth is distributed appropriately after you pass. Every estate planning attorney’s goal is to assist clients to protect their assets, instead of allowing the…more

Asset Management, Beneficiaries, Client Representation, Estate Planning, Financial Planning

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Angelina Landi

Surrogacy, Adoption and Beyond: Your Parental Rights in Rhode Island

As the holidays approach, family is at the forefront in many people’s minds. Families come in every variety of size, color, age, gender and chaos. Some families look like the Cleavers or the Cosbys. Others look more like the…more

Adopted Children, Adoption, Department of Children and Families (DCF), Family Law Courts, Fertility Treatments

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Emmanuelle Litvinov

Winning at M&A in 2025: The Insider’s Playbook

As an avid Red Sox fan and former Los Angeles resident who often attended Dodgers games, I may still be basking in the Yankees’ loss in the World Series. Whatever the reason, I can’t help but draw parallels between the game of…more

Acquisitions, Business Operations, Buyers, Buying a Business, Capital Raising

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Beth Lowson

Using an Unregistered Broker-Dealer for Capital Raising is a Risky Proposition

One of the most overlooked and problematic issues concerning capital raising by small businesses, venture capital funds, and private equity funds is the use of “finders” to assist issuers with raising capital. Those who act as…more

Broker-Dealer, Capital Raising, Corporate Issuers, Finders, Investment

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Andrew Mello

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…more

Breach of Contract, Buyers, Contract Terms, Corporate Sales Transactions, Goods or Services

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Daniel Meyer

[Webinar] Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and Sale Agreements - October 30th, 9:00 am PT

Looking to take some of the worry out of commercial real estate transactions? Then we highly recommend that you join us for our upcoming webinar: Risk Mitigation Strategies When Drafting Commercial Real Estate Purchase and Sale…more

As-Is Clauses, Carve Out Provisions, Commercial Real Estate Contracts, Contract Drafting, Contract Negotiations

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Julia Nasiek

The Effect of Choice of Law Provisions in Prenuptial Agreements

When wedding bells are ringing, the last thing most couples want to think about is the possibility of death or divorce. However, for those entering long-term relationships or preparing for marriage, prenuptial agreements can be…more

Asset Management, Choice-of-Law, Disclosure, Divorce, Enforcement

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Laura Nicholson

Private Nuisance Claims: Just What Behavior Crosses the Line?

“Three hours of sleep again last night. Three hours of sleep because of that dog!” The foible of being an attorney is not being able to enjoy television without noticing every liability, crime, and actionable conduct of…more

Adjacent Property Owners, Business Entities, Dispute Resolution, Intentional Torts, Jurisdiction

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Douglas Otto

Court Rulings Demonstrate That Privilege Is Not Always a Right

Earlier this year, following oral argument and 16 amicus submissions, the Supreme Court dismissed as improvidently granted (“DIG”) a writ of certiorari on the issue of whether communications involving both legal and non-legal…more

Attorney-Client Privilege, Data Breach, Judicial Proceedings, Privileged Communication, Work-Product Doctrine

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Matthew Pecoy

How DOJ's Safe Harbor Policy Rewards Honesty Within M&A Deals

Be you a merger and acquisition attorney, corporate compliance officer, or counsel to an acquiring entity or target entity, you should review the Department of Justice’s new Merger and Acquisition Safe Harbor Policy (“Policy”)…more

Acquisitions, Buyers, Chief Compliance Officers, Compliance, Compliance Management Systems

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Keith Phillis

How Will New Congress Impact Tax and Estate Planning Strategies?

With the looming elections, tax planners have taken time to consider what the future of Estate and Gift Tax planning might be under the new Congress. Every new Congress considers changes to the Internal Revenue Code of 1986, as…more

Beneficiaries, Closely Held Businesses, Donald Trump, Estate Planning, Estate Tax

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Shara Pipitone

Maximizing Value: The Art of Purchase Price Allocation in Real Estate Deals

When a business is sold, the most important overall aspect of negotiations between a cautious buyer and determined seller may be due to the agreed-upon purchase price for the business. However, when the buyer is purchasing just…more

Acquisitions, Asset Class, Business Assets, Buyers, Cost Allocation

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Michael Raposa

Injunction Halts Enforcement of Corporate Transparency Act: What’s Next?

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule (Reporting…more

Administrative Exemption, Administrative Procedure Act, Beneficial Owner, Constitutional Challenges, Corporate Counsel

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Jon Restivo

Relief from NIMBYism for Renewable Energy: New York’s RAPID Act

One of the biggest challenges to states meeting ambitious Clean Energy Standards is local opposition to large scale projects, something we’ve written about previously. The federal government and many state legislatures have…more

Clean Energy, Climate Change, Electric Generation Suppliers, Electricity, Energy Projects

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Kelley Morris Salvatore

Benefits of Rhode Island’s Housing Legislation Go Beyond Housing

In an effort to “fundamentally change [the State’s] approach to housing development, particularly for the moderate and affordable development we need most,” the Rhode Island General Assembly recently passed a slew of legislation…more

Affordable Housing, City Planning Departments, General Assembly, Legislative Agendas, Municipalities

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Hannah Sfameni

Predicting U.S. Labor & Employment Changes From New Administration

As with previous shifts between administrations, the upcoming transfer of power from the Biden administration to the return of the Trump administration promises to bring with it a myriad of changes, with labor and employment…more

Biden Administration, Department of Labor (DOL), Employees, Employer Liability Issues, Federal Trade Commission (FTC)

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David Sullivan

AIA Contracts are Especially Best Measured Twice and Cut Once

In fast-paced industries such as the construction industry, it is easy to assume that standardized form contracts provided by the American Institute of Architects (“AIA”) will prevent, rather than cause, problems further down…more

AIA Construction Forms, American Institute of Architects, Arbitration, Billing, Change Orders

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Stacy Thomsen

[Webinar] Digital Defense: Safeguarding Your Business and Website From Privacy Act Risks - December 18th, 12:00 pm - 12:45 pm ET

Businesses operating public-facing websites should be aware of a troubling (and potentially expensive) trend: Mass arbitration claims are being filed against site operators, with plaintiffs arguing that website operators' use of…more

Arbitration, Data Privacy, Defense Strategies, Privacy Laws, Risk Mitigation

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Zachary Valentine

Survival Periods and Delaware’s Statute of Limitations in M&A

Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and…more

Acquisitions, Breach of Contract, Buyers, Cause of Action Accrual, Contract Terms

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Samantha Vasco

Foreign Entity Qualification Requirements: New York, Florida, and Massachusetts

For many founders, business formation in Delaware is preferrable regardless of where the business plans to operate. There are many reasons for that, including preferable corporate taxes, business friendly laws and regulations,…more

Business Entities, Business Formation, Business Licenses, Business Ownership, Business Plans

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