DarrowEverett LLP

Building Opportunities in the Bay State

The Commonwealth of Massachusetts is addressing the housing crisis in a unique way that may allow certain property owners close to public transit the opportunity to construct multi-family housing where it may not have been previously permitted.

If You Don’t Use It, You May Lose It: Land Development Approvals

Picture this scenario: You have a residential development project that had conceptual approval from the local Planning Board two years ago.

Rhode Island’s New ‘Housing Legislation’ Does Not Just Benefit Housing Efforts

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

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.

The Art of the Deal: Writers’ and Actors’ Strikes Will Provide Lessons for All

In the 1980 sequel to Star Wars, the Empire Strikes Back, the Imperial fleet of the Evil Empire, ruled by Darth Vader, attacks the Rebels and heroes of Star Wars: Han Solo, Leia, Chewbacca, C3PO and crew.

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 being among the more drastically affected landscapes.

AI Meets TCPA: Navigating Business Compliance Risks in Phone Communications

As artificial intelligence continues to transform business communications, companies will continue to face significant—and in some cases, increased—legal risks under the Telephone Consumer Protection Act (TCPA) when choosing to utilize AI-powered calling and messaging technologies.

The DOJ’s New White-Collar Agenda: Implications for Businesses

On May 12, 2025, the Department of Justice (the “DOJ”) released its criminal—and, more specifically, white collar crime enforcement—initiatives under the current administration.

AI Executive Order Opens Door to Federal-State Legal Battles

This DE Insight examines how the Order reshapes the balance of federal and state authority over AI, the legal battles it is likely to trigger, and the practical consequences for companies, developers, and state governments navigating this shifting regulatory landscape.

How Earnout Provisions Can Supply Great Value for Buyers, Sellers

Earnout provisions can be an effective tool for addressing the potential disconnect between a seller’s expectations and a buyer’s ability to pay when negotiating a business combination transaction.

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 advisers’ use of predictive data analytics (“PDA”) technologies, and PDA-like technologies, when interacting with investors.

New York Times vs. OpenAI: Fair Use Fight with Billions at Stake

On the third day of Christmas, Microsoft Corp. (“Microsoft”) and OpenAI, Inc. (together with its named affiliates, “OpenAI”) didn’t get any French hens: Instead, the software giant and leading artificial intelligence research and deployment company were named as defendants in a copyright infringement lawsuit filed by

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.

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.

Building Smarter: SaaS Agreements in Real Estate and Construction

The real estate development and construction industry has traditionally been driven by brick, mortar, and manpower. Yet, in today’s market, technology has become just as important a building block as concrete.

Key IP Licensing Considerations in AI Technology Agreements

Artificial intelligence (AI) is transforming the way companies develop, deploy, and license technology. But with that transformation comes new intellectual property (IP) challenges that extend far beyond traditional software licensing.

The Rising Tide of ADA Website Accessibility Litigation: 2025 Insights

The first half of 2025 confirms a trend that businesses can no longer ignore: ADA website accessibility lawsuits are surging nationwide.

Addressing Serial ADA Litigation Abuse in Florida and Federal Courts

The Americans with Disabilities Act (“ADA”) has served as a significant achievement in civil rights law since its passage in 1990, guaranteeing individuals with disabilities equal access to public accommodations, state and local services, employment, and telecommunications.

Attorney-Client Privilege and AI: What Florida Attorneys Must Know

As artificial intelligence becomes increasingly embedded in legal workflows, managing partners and in-house legal leaders must confront a critical threshold issue: whether legal advice created with the assistance of AI is protected by the attorney-client privilege.

Stick It Where the Sun Don’t Shine: Land Use Challenges Siting Large-Scale Ground-Mounted Solar Projects

Federal and state authorities throughout the country have adopted pro-renewable energy policy goals to promote the growth of alternative energy sources using climate-friendly technologies.

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.

Loose Lips, Large Language Models: What Your NDA is Missing in the Age of AI

The dealmaking world runs on confidentiality. Whether you are executing a billion-dollar acquisition, negotiating a commercial lease for a flagship property, or structuring a joint venture, the non-disclosure agreement (NDA) sits at the foundation of nearly every transaction.

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.

Key Estate Planning and Medicare Changes in the One Big Beautiful Bill

Congress has taken a major step toward reshaping the federal estate planning and Medicare landscape. The House and Senate have now passed the final draft of the widely discussed One Big Beautiful Bill (OBBB), which includes sweeping revisions relevant to high-net-worth individuals, families with aging loved ones, and anyone engaging in long-term planning.

Domestic Asset Protection Trusts: Protecting Your Wealth in a Litigious World

If you are a professional, entrepreneur, investor, or family steward with meaningful personal assets, a well‑crafted Domestic Asset Protection Trust (DAPT) can help you proactively shield wealth from lawsuits, creditor claims, and certain risks that can arise in divorce while preserving disciplined access to funds through an independent trustee.

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 the characters.

Why Victims Need an Attorney—Even When They Can't Drop the Case

How often do we assume a victim controls the trajectory of a criminal case? In reality, although a victim may initiate the criminal complaint, their control ends there.

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 crucial for preserving control over assets.

Florida Divorce Ruling on Personal Goodwill Could Impact Other States

In early July 2024, Florida enacted a significant amendment to its equitable distribution statute, particularly concerning the treatment of personal goodwill in divorce proceedings.

Before You Hit ‘Record’: Legal Risks In Using AI Notetaking Tools

You may have asked a team member or associate to jot down notes during a Zoom call, only to find that they struggled to capture every key point while also actively participating in the discussion.

Prenups Aren’t Just for the Wealthy: Why Couples Are Signing

For decades, prenuptial agreements (or “prenups”) have carried a cultural stigma. Many assumed that prenups were only necessary for the wealthy or that raising the topic implied a lack of trust between partners.

Blacklisted Condos: A Growing Crisis for Owners and Buyers

The blacklisting of condominium/condo associations by financial institutions and insurance providers has emerged as a pressing issue in the real estate finance and housing sector.

Private Credit Is Booming—and Is Now Squarely in Regulators’ Sights

Private credit continues to assume mandates once dominated by banks, fueled by insurer capital and bank-provided facilities.

What to Expect When You’re Expecting … an Exit: Financial & Tax Readiness

Editor’s note: This article is Part 1 of a 3-part series examining the preparation required to bring a platform company (built through a roll-up or add-on acquisition strategy) to a successful exit.

What to Expect When You’re Expecting … an Exit: Legal, Structural & Compliance Prep

Editor’s note: This article is Part 2 of a 3-part series examining the preparation required to bring a platform company (built through a roll-up or add-on acquisition strategy) to a successful exit.

What to Expect When You’re Expecting … an Exit: Governance, People, and the Exit Process

This article is Part 3 of a 3-part series examining the preparation required to bring a platform company (built through a roll-up or add-on acquisition strategy) to a successful exit.

Mezzanine, Bridge Financing Becoming Key Tools in Uncertain Economy

During periods of economic uncertainty and rising interest rates, alternative financing options such as mezzanine and bridge lending have emerged as attractive solutions for businesses.

Actions vs. J.P. Morgan, Monolith Serve as SEC Compliance Check Reminders

The Securities and Exchange Commission (SEC) recently settled charges against J.P. Morgan Securities LLC (JPMS) for impeding hundreds of advisory clients and brokerage customers from reporting potential securities law violations to the SEC.[1] JPMS agreed to pay $18 million in civil penalties to the SEC to settle the charges.

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.

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.

All Aboard: Navigating STB Constraints When Financing Class III Railroads

Class III railroads (the short line and regional carriers connecting shippers to the national freight network) present a complex regulatory challenge for secured lenders. Despite their smaller scale, these operators are subject to pervasive federal regulation by the Surface Transportation Board (“STB”) that directly constrains a lender’s ability to perfect collateral, enforce remedies, and exercis

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 transactional law.

Florida Divorce Ruling on Personal Goodwill Could Impact Other States

In early July 2024, Florida enacted a significant amendment to its equitable distribution statute, particularly concerning the treatment of personal goodwill in divorce proceedings.

Custodial Interference: What 'The Child Refused' Won't Excuse

More often than one would like, family law attorneys confront a parent who refuses to return a child after parenting time, justifying their conduct by claiming “the child didn’t want to go.” In most jurisdictions, that explanation is not a legal shield when there is an existing custody order issued by the court.

Are AI Tools Practicing Law? Courts Are Starting to Weigh In

In February, the internet was abuzz with commentary1 regarding a decision of the United States District Court for the Southern District of New York that treated a criminal defendant’s “chat” with a popular AI as a waiver of confidentiality, subjecting such conversations to use by the prosecution.

Meta Verdict Poised to Shift Platform Liability and Sexual Abuse Litigation

On March 24, 2026, a New Mexico jury delivered a verdict that may well define a new era of sexual abuse litigation. After six weeks of testimony, the jury found Meta Platforms, Inc. liable for failing to protect children from sexual predators and misleading users about the safety of its platforms, ordering the company to pay $375 million in civil penalties.

Rhode Island Clergy Sex Abuse: An Open Letter to the Diocese of Providence From Tim Conlon

The following is an open letter to the Diocese of Providence from DarrowEverett partner Tim Conlon, shared on the eve of the reopening of Rhode Island’s statutory window for filing clergy sex abuse claims that were previously barred by the statute of limitations.

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.

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.

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.

The Tax Implications of Divorce: Alimony, Child Support, IRAs and More

Divorce is a complex and emotionally charged process that also brings substantial financial considerations, with three of the most significant financial aspects of a divorce being alimony (spousal support), child support, and property division under Internal Revenue Code (“Code”)[1] Section 1041.

The One Big Beautiful Bill: A Business Tax Outlook

The One Big Beautiful Bill (the “OBBB” or the “Bill”) has been approved by both chambers of Congress, and the President signed the bill on the afternoon of July 4. This DE Insight discusses key provisions of the OBBB impacting businesses, including nonprofits.

The Earnout Equation: Tax Tips for Both Buyers and Sellers

Earnouts are a form of contingent consideration that the buyer of a business pays to the seller in the period following the acquisition, based on the business achieving various financial metrics related to its performance following the change in ownership.

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 floor as I read it cover to cover more times than I could count. Worlds collided, and it blew my mind that DC and Marvel could produce a team-up along these lines.

LMI Housing Act May Allow Density to Become Developers’ Destiny

It is no secret that housing has been a hot button issue lately, both in Rhode Island and across the country. In recent years, Rhode Island lawmakers have sought to address the state’s housing shortage.

How Courts and Regulators Are Redefining U.S. Prediction Markets

Prediction markets are platforms where individuals can place bets on the outcome of future events through buying and selling shares in the possible outcomes. These prediction markets sit at the intersection of federal derivatives law and state gambling laws, and the answer to whether they are lawful in the United States turns on preemption, venue, and product design.