CORPORATE & BUSINESS

Interdisciplinary Approach To Corporate Law

Business law issues can have consequences that extend far beyond the scope of the immediate matter at hand. Governance issues, compliance with regulations, employment policies and taxation all affect the long-term profitability and viability of an enterprise.

The attorneys at the law firm of Pannone Lopes Devereaux & O’Gara LLC, help corporate and nonprofit clients deal effectively with the many complex issues they face. Our clients include family-owned businesses, medium-sized corporations, health care organizations and nonprofits.

We Handle A Wide Range Of Business Law Matters

We advise clients and provide services in matters involving:

  • Business formation & organization
  • Corporate governance
  • Regulatory compliance
  • Taxation
  • Equity & debt financing
  • Mergers, acquisitions & divestments
  • Employment law policies & procedures
  • Commercial litigation
  • And other business law issues affecting our clients

Facilitating Growth And Profitability

Our lawyers assist clients in structuring new ventures, acquiring existing businesses, raising equity through IPOs and private placements, and debt financing. In many ways, our firm becomes a valuable long-term partner for our clients. We advise them in matters involving governance and compliance matters, assess risks and recommend policies that can guide the enterprise as it grows.

Regulation, Compliance And Ethical Issues

In today’s corporate environment, it is increasingly difficult to operate without effective compliance and ethics programs. Our attorneys have considerable experience in the auditing of existing programs and developing new programs that are cost-effective. As with other risk management initiatives, these programs can provide many financial and operational benefits to a growing company.

Cost-Effective Services And Strategies

Our attorneys use a practical and entrepreneurial approach to resolving complex legal and business problems. By combining a sophisticated understanding of corporate law issues, common sense and technology, we can provide cost-effective services to companies of all sizes. Should your organization require government affairs and lobbying expertise, PLDO Strategies LLC has a full suite of services to help you achieve your goals in the Rhode Island political arena. We want to help your company achieve its full potential.

Representative Matters

CORPORATE COUNSEL   |   MERGERS & ACQUISITIONS   |   VENTURE CAPITAL

Advising a medical technology company in connection with a convertible preferred stock financing by a venture capital fund.  $2 million

Advising a Boston-based venture capital fund in connection with the funding of West Coast software development company.  $2.2 million

Representation of an early-stage company developing diagnostic technology and treatments for two specific types of cancer in connection with a convertible preferred equity financing provided by U.S and Canadian investors.  $3 million

Advising a new private investment company formed to facilitate investments in start-up US-based technology companies by foreign investors; the offering and sale of equity interests to a group of foreign investor and follow-on representation of the company in connection with investments in three US based portfolio companies.  $3.2 million

Representation of the founders of a new leveraged buyout fund in connection with its formation, structuring and successful funding by institutional investors.  $125 million

Advising numerous early-stage companies in connection with A and B round financings by venture capital and other private equity funds.

Representation of a special situation (“hard money”) real estate lender in connection with its merger with a competitor, a private equity financing with US and foreign investors and the purchase of a portfolio of high-yield real estate mortgages. $25 million

Advising a minor league professional baseball team in connection with a private placement of convertible preferred equity.  $2 million

Representation of a SAAS (software as a service) company in connection with a convertible note financing.

Advising a regional airline in connection with three offerings and sales of secured term notes, convertible notes and preferred equity.  $3.4 million  

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Advising the founders with respect to the structuring, formation and offering of equity in multiple private equity funds formed to invest in real estate and privately held operating companies for four different sponsors.

Represent a $100 Million Cannabis Company with respect to acquisitions, corporate and regulatory compliance.

Represent a $300 Million National Medical Supply Company with respect to corporate compliance, employment and negotiating vendor contracts.

Represent a $25 Million Regional Manufacturing Company with respect to acquisitions and regulatory compliance.

Represent a $15 Million regional company with respect to corporate governance, regulatory compliance.

Represent a $15 Million nonprofit with respect to corporate compliance, mergers and consolidations.

Represent a $75 Million regional commercial construction company with respect to local, state and federal regulatory matters, corporate compliance and vendor contract negotiations.

Representation of the buyer in the $700 Million purchase of seven television stations, 26 radio stations and over 120 newspapers in 20 states.

Counsel to a start-up, web-based medical information and services company in connection with developing template documents for employees and independent contractors, revising its capital structure to facilitate raising investment capital, preparation of an equity incentive plan and related documentation and representation of the company in connection with a convertible note and warrant financing.

Representation of the borrower in a $1.4 Billion debt financing and the follow-on acquisition of multiple media properties from three separate sellers.

Representation of the U.S. subsidiary of an Australian public company in connection with its sale of a substantial U.S. business unit with assets in six states.

Counsel to a start-up technology company which delivers software applications via the internet using a SaaS (software as a service) model.

Representation of a buyer of an NHL professional hockey team.

Representation of seller of an NHL professional hockey team.

Represented the owner/seller in the asset sale of JB’s on the Beach, a famous beachfront restaurant located in Deerfield Beach, Florida, to ARK Restaurant Group of NY. $6.5 million

Represented the buyer in the asset and real estate purchase of the Ke’e Grill Juno Beach, Florida. $6.5 million

Represent a medical device manufacturing company located in Beverly Hills, California, founded by a well-known plastic surgeon, handling all of the company’s legal needs, contracts, licensing and distribution agreements, and marketing agreements.

Represent a start-up company founded by a successful entrepreneur in West Palm Beach, Florida, to create an online, high-end meat purveying business, along with a brick and mortar restaurant and butcher shop located in downtown West Palm Beach.

Counsel to a specialty manufacturer in multiple equipment leasing transactions; negotiate and draft commercial contracts and license agreements.

Represent seller of an equipment manufacturing company to a division of a public company.

Counsel to a start-up management consulting firm in connection with organizational and governance matters, commercial contracts, protection and licensing of a proprietary database, expansion throughout the U.S. and Western Europe and the ultimate sale of the firm to a large pre-IPO company for $65 million in cash and stock of the buyer.

Formation of a direct response retailer of consumer products with respect to two rounds of venture capital financing and the ultimate sale to a public company.

Counsel to a Georgia-based technology holding company in connection with the leveraged purchase of multiple operating companies in the U.S., Canada and Western Europe.

Counsel to a major university in connection with its investments of endowment funds in various private equity and hedge funds.

Formation of a series of private equity funds focused on real estate and other investments for four sponsors and the private placement of interests in those funds to qualified U.S. and foreign investors.

Representation of the general partners in connection with the formation and successful funding of a $125 million leveraged buyout fund.

Representation of numerous early-stage technology companies in connection with venture capital financings and equity private placements to angel investors.

Counsel to a commercial real estate lender in connection with a merger with a competitor. 

Structure a $20 million equity private placement and the acquisition of a portfolio of mortgage loans from a private investment fund.

Representation of a minor league professional baseball team in connection with a recapitalization and the offering of equity interests to accredited investors.

Representation of a real estate investment and management company in connection with a successful $8 million private placement of preferred shares to foreign investors.

Represent the buyer with respect to the acquisition of assets and real estate of a veterinary practice. 

Represent ophthalmologist in the sale of the business.

Represent dentist with respect to the sale of the business.

Represent dermatologist in acquisition of skin rejuvenation therapy business.

Represent nationally-recognized point-of-sale/processing technology company in stock sale transaction.

Represent regional janitorial services company, specializing in the healthcare industry in sale of stock to foreign corporation.

Represent a water authority with respect to statutory merger and annexation of abutting water supply district into said water authority.

Advise numerous quasi-public and private institutions with respect to solar net metering and virtual-net metering projects throughout Rhode Island.

Represent Massachusetts Registered Medical Marijuana Dispensary in private placement in excess of $5 million.

Represent licensed Medical Marijuana Cultivation with multi-million-dollar placement.

Represent licensed Medical Marijuana Cultivation with private placement.

Successfully advise over 15 medical marijuana cultivator license applicants in Rhode Island with respect to obtaining medical marijuana cultivation licenses from the Department of Business Regulation, including advice and counsel on local zoning and planning matters, facility acquisitions/leasing.

Represent owners of a licensed marijuana business with respect to multiple acquisitions. 

Represent software company in $25 million equity sale.

Represent renewable energy company in $17 million purchase of real property for development into solar farm.

Bond counsel to municipality for $2.8 million bond refunding.

Represent bank in purchase of $165 million grant anticipation bonds.

Represented national cable television provider in siting, acquisition, permitting and construction of regional operating headquarters, and statewide real estate acquisition, permitting and development of network hubs.

Represented developer in zoning and financing of $160 million waterfront luxury residential condominium project.

Represented global petroleum company in redevelopment of former petroleum tank farm into urban, waterfront mixed-use condominium project (600 units) in development agreement and city council approvals for $17 million tax increment financing plan.

Represented developer in development agreement and city council approvals for $9.37 million tax increment financing plan for 407-unit waterfront residential property on 48-acre former petroleum tank farm.

Represented developer in negotiation and execution of agreement to acquire 100+ acre parcel of land from court-appointed receiver for development of sports complex.

Represented municipality in litigation with developer over failed real estate development project involving complex development agreement, ground lease, and US HUD loans and grants for the project.

Represented owner of world-renowned yacht facility in sale of company, and in environmental remediation, litigation and sale of adjacent 45-acre parcel, permitted for a 1500-slip marina on former U.S. Navy base property.

Represent developer of a residential country club owner in bankruptcy litigation involving Chapter 11 bankruptcy of resort operator/condominium owner.

Represented developer in exploratory investigation of adaptive reuse of former military sites and historic properties.

Represented consortium of manufacturers and industry vendors in executing agreement for acquisition of former military site from U.S. Navy for expansion of private sector maritime-related businesses.

Represented landowner in complex land disposition strategy, encumbered by unfavorable easements and options in favor of developer of adjacent land.

Represent Nassau County, New York with respect to a unique competitive procurement process with two major sports/entertainment development companies (Madison Square Garden Company and Forest City Ratner Company) in the successful negotiation of new long-term lease for revitalization and re-use of the Nassau Veterans Memorial Coliseum and surrounding 77-acre site. The new lease was unanimously approved by all County advisory committees and won unanimous bi-partisan approval of the Nassau County Legislature.

Represented Rhode Island Departments of Transportation and Administration in legislative, legal and strategic strategy for disposition of surplus land created by relocation of an interstate highway, including negotiation and conclusion of agreement for disposition of land and issuance of $37.4 million in tax-exempt bonds. Coordinated with a large team including engineers, employees from several departments and divisions of state government, other legal counsel, appointed public officials and representatives of the Federal Highway Administration.

Served as bond counsel to the Rhode Island Economic Development Corporation and Rhode Island Airport Corporation in the documentation and closing of the issuance of $48 million in First Lien Special Facility Revenue Bonds and a $42 million Federal Highway Administration loan through the TIFIA loan program. This engagement followed legal work previously completed for the State of Rhode Island on overall planning and the financial structure for the project.

Represent the Rhode Island Economic Development Corporation and Governor in the negotiation and document development agreement, ground lease, 300-acre land acquisition, $25 million bond financing and implementation of performance based economic incentives to attract Fidelity Investments to construct an office campus in Rhode Island. Served as official spokesperson for press inquiries, particularly regarding the project’s use of eminent domain for economic development.

Served as lead counsel for the Governor of the State of Rhode Island, the Rhode Island Economic Development Corporation and other state departments and agencies in re-structuring the public’s involvement and risk exposure in a major economic development project, which included the construction of a 1.3 million square foot, four level shopping mall and 4,000 space parking garage, and its financing. Successfully testified before House and Senate committees of the Rhode Island General Assembly to secure implementation of a unique performance-based sales tax subsidy. Served as issuer’s counsel in the public sale of $71 million in tax-exempt revenue bonds backed by sales tax subsidy.

Served as the State of Rhode Island’s legal counsel to devise a non-political public bidding process for private adaptive reuse of a decaying but prominently located state-owned building. Negotiated with selected developer to obtain assurances that necessary private financial commitments and financial protections for taxpayers were in place. Documented transfer of property for rehabilitation and removal from State ownership and public liability. Site is now a successful, national-flag hotel.

Provide counsel to state agencies on litigation matters, general corporate and contract advice, as well as guidance with their rules and regulations.

Provide employment law advice and recommendations to employers in Rhode Island and Massachusetts on a range of employment related issues, such as hiring/termination, discrimination, discipline, benefits, and compliance.

Represent corporate clients in navigating the rapidly evolving world of social media law by providing litigation support, discovery strategy, and technical assistance in cases or disputes where social media or electronic evidence is in play.

Serve as receiver or special master appointed by the Rhode Island Superior Court to liquidate or manage troubled or insolvent businesses.

Regularly represent not-for-profit organizations with respect to corporate and board compliance issues; represent student loan guarantor in Rhode Island and Connecticut federal courts in cases where borrowers seek to discharge their student loans in bankruptcy.

Lead counsel in a successfully resolved certified class action regarding the demutualization of an insurance company before the U.S. Bankruptcy Court for the District of Rhode Island.

Served as trial co-counsel in one of the largest defense jury verdicts in the Federal District Court in Massachusetts.

Facilitated $100 million capital infusion into non-profit hospital system by investor group: created new for-profit health care system with shared ownership by for-profit capital partner and non-profit community board. Transaction entailed a 56-page closing checklist.

Serve as HIPAA Compliance Counsel to the nation’s largest cloud-based analytics platform, housing medical data pertaining to over 230 million Americans and 30 billion medical events.

Built/upgraded Regulatory and HIPAA Compliance Programs and advised clients on related issues for nearly 20 years – from HHS’ first publication of Compliance Program Guidance in 1998 to recent development of integrated Legal, Compliance and Ethics departments, processes and training programs for newly-integrated multi-hospital system.

Assists full range of medical and behavioral health providers in reimbursement disputes with governmental and third-party payors. Recovered over $40 million in Medicare/Medicaid reimbursement for 60 hospitals in 15 states.

Assisted federal court-appointed monitors in overseeing implementation of a hospital’s Compliance and Ethics programs as part of second-in-nation Deferred Prosecution Agreement between the hospital and U.S. Attorney’s Office.

Prevailed in appeal of $6 million “use and occupancy” award in the U.S. Court of Appeals for the First Circuit. Established new legal threshold for test of unjust enrichment.

Represented 12 Massachusetts and Rhode Island developmental disability providers in federal court action, which led to state agency agreement with providers that avoided future funding cuts.

Developed and actively guiding growth of leading-edge, multi-state medical franchise system. Lucrative business model provides alternative for physicians dissatisfied with 7-minute patient encounters, increased centralization and labyrinthine external compensation metrics.

Developing dental management services organization in high-end, full-service niche of market. Experience with dental recruiting services (both new grads and near-retirees) creating a strategic advantage for both site placement and staffing. Targeting niche unserved by national chains.

Guiding growth of integrated care institute in New York and Southeast New England; to assist in establishing locations, assemble academic and practitioner staff, create contractual structures, etc.

Supporting expansion of opioid treatment center into innovative, reimbursable service lines; building model that can be replicated nationally to respond to exploding national epidemic.

Assisting the ACA-fueled growth of a federally-qualified health center from a community clinic into the largest provider of primary and specialty services in New England’s third-largest city. Building Compliance and Privacy program consistent with growth of enterprise.

Advising NYC-based health care consulting firm on fraud and abuse aspects of pharmaceutical clients’ providing co-pay cards for both the underlying drug and related administration services.

Created collaborative of four rural hospitals and three federally-qualified health centers, obtained 501(c)(3) status and multiple grants, including from Robert Wood Johnson Foundation; served as executive director for first year until growth required hiring of full-time director.

Represented seller of home care agency in seven-digit transaction, complicated by fact that buyer was international corporation with foreign headquarters.

Advised client on complex fraud and abuse aspects of sale of partial ownership interest in Medicare-participating provider to physicians and other investors.

Counselled several Florida-based entities on significant fraud and abuse exposure related to the provision of marketing services for federally-funded health care entities.

Guiding data analytics start-up through initial phases of formation, client acquisition, funding strategies. Advising client on differentiation; CEO presenting at various forums including TEDx.

Positioned ambulance company owner to obtain sentence one-third below federal minimum sentencing guideline, despite federal court finding client guilty of obstructing a federal audit, making false statements and two counts of health care fraud.

Developed defense of orthotics supply company owner that led state Medicaid Fraud Unit to drop criminal charges despite client’s partner having been convicted and agreeing to testify in client’s trial.

Represented numerous organizational and individual clients before federal and state regulatory bodies, ranging from Equal Employment Opportunity Commission to boards of professional licensure and discipline.

Negotiated resolutions relating to numerous employment discrimination cases arising under the Family and Medical Leave Act, state and federal civil rights laws, wage and overtime laws, whistleblower protection acts, and state and federal labor laws, and other matters involving complex directors and officers (D&O) coverage issues, including a case arising in the context of an insolvency proceeding. 

Representation as lead counsel in one of the only certified class actions in Rhode Island Bankruptcy Court, and successfully handled numerous complex commercial litigation disputes. 

Served as panel counsel for a national insurance carrier defending employment claims in state and federal court.

Representation of a national insurance company in multiple successful cases during a multi-year period concerning denial of insurance coverage due to fraud and failure of the insured to cooperate.

Contact Us For All Of Your Business Legal Needs


For more information about our business law practice, call us at 866-353-3310 or contact us here. We advise and represent clients nationwide.

Further Resources And Information

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