Apple has sued OpenAI over alleged trade secret theft. The complaint claims a departing employee took confidential files, and that a newly hired OpenAI executive steered job candidates to bring proprietary hardware to interviews. OpenAI has denied the allegations. In a recent article, SHRM spoke with our Senior Associate, Stacy Thomsen, who emphasizes that a rigorous offboarding process is essential. Her guidance: cut off email, VPN, and cloud access, and collect hardware before or at the exit meeting. A departing employee who keeps access has the opportunity to take things with them. shrm.org/topics-tools/news/t…

The Department of Justice has fundamentally restructured its approach to corporate fraud enforcement over the past eighteen months. Changes include a new department-wide self-disclosure policy, expanded enforcement priorities, and a growing whistleblower program that gives employees real financial incentives to report. In his latest #DEInsight, Evan Gotlob walks boards, general counsel, and compliance officers through what changed and the practical steps organizations should be taking right now. darroweverett.com/doj-corpor…

Recapitalizations are hard enough when the capital stack has more than one layer. Add a regulated gaming environment and a requirement that every document close at the same time, and there's no room for sequencing errors. DarrowEverett represented an investment group holding subordinated debt, along with its borrower, in a coordinated senior and subordinated financing: ✔ Syndicated senior secured credit facility, including a term loan and revolver ✔ Subordinated promissory note held by the investment group ✔ Intercreditor and subordination agreement tying the structure together ✔ Closing opinions delivered, with all documents closing simultaneously Congratulations to Zachary Darrow, Andrew Mello, Andrew Howayeck, Samantha Vasco, and Jeff Christensen for negotiating both loan packages and coordinating every party through a single closing.

The enforcement actions targeting private equity ownership of single-family homes didn’t require new legislation. Instead, governmental agencies used existing consumer-protection, antitrust, and fair-housing laws, and they’ve already produced significant settlements. In Part 2 of his #DEInsight series, Brian Boland breaks down where sponsors are actually at risk and how to audit exposure before it becomes litigation. darroweverett.com/private-eq…

DarrowEverett’s Business Litigation Co-Chairs are contributing to conversations on key issues shaping the legal landscape. In @Law360, Ashwini Jayaratnam examines how restitution can serve as a viable path for squeezed-out shareholders in the Delaware Court of Chancery. Remedies in corporate disputes are rarely one-size-fits-all, and her analysis offers practitioners another option to consider. Michael Burke was asked to weigh in on a Law.com article about the growing use of "bossware" to surveil employees and the legal questions that follow as states move to protect workers’ privacy. As monitoring technology advances, employers and counsel will need to keep pace with changing regulation. Read Ashwini’s article here: law360.co.uk/articles/252928… Read Michael’s article here: law.com/corpcounsel/2026/10/…

DarrowEverett was proud to sponsor this year’s Light the Way with Day One, and our attorneys Laura Nicholson, Tim Conlon, and Julia Nasiek were there to support the cause. Together, the community raised more than $179,000 for survivors of sexual assault and their families. Day One, Rhode Island’s Sexual Assault & Trauma Resource Center, supports victims of sexual assault and their families, and serves as a resource for the larger community on issues relating to sexual assault and child sexual abuse. Julia, Laura, and Tim have years of experience representing survivors of child sexual abuse, and we’re grateful for the care Day One provides to children and families across Rhode Island.

A proposed nationwide class action lawsuit against Amazon alleges that pregnant warehouse workers were denied chairs, bathroom breaks, and time off for prenatal appointments, and that some were later fired for exceeding unpaid leave limits. The case puts the Pregnant Workers Fairness Act front and center. HR Executive asked Hannah Sfameni, Senior Associate and Director of Compliance, for her take. She argues that if a system can’t tell the difference between someone slacking off and someone taking a protected break, that’s a compliance gap that can turn a process problem into a federal case. Employers, now is a good time to ask whether your attendance and productivity systems account for protected accommodations. hrexecutive.com/amazon-faces…

A private investment firm sought to acquire a flagship country club and a neighboring developable parcel in a single coordinated transaction. The deal required layering real estate debt with warrant-based equity participation and revenue-sharing mechanics, and a simultaneous sign-and-close left no margin for delay or misstep. Led by Zachary Darrow, Andrew Mello, Samantha Vasco, Esq. and Jeff Christensen, our team built out the entire transaction in tandem while ensuring the property acquisition closed within the same timeline. The result: ✔ Term loan and security documents executed ✔ Property acquisition closed in tandem ✔ Warrant and revenue participation in place

In private credit, warrants, Payment-In-Kind (PIK) notes, and equity kickers are the deal features that make a structure attractive. However, they are the same ones that create Original Issue Discount (OID) complexity. In this #DEInsight, Julie Bradlow breaks down where the tax exposure lives and why getting the analysis wrong at closing is expensive to fix later. darroweverett.com/oid-contin…

Our Chairman & CEO Zachary Darrow was featured in Bloomberg’s coverage of Oaktree Capital Management’s $1.5B preferred equity deal with United Wholesale Mortgage, sharing his view on why structured equity keeps gaining ground. Read it here: bloomberg.com/news/articles/…

We are pleased to welcome Ian Goldfarb to DarrowEverett. Ian will be joining our Affordable Housing & Community Development Practice Group as a Partner. With over 16 years of experience at the U.S. Department of Housing and Urban Development, Ian's career has focused on affordable housing finance, federal grant programs, and complex commercial real estate transactions, giving him deep expertise in both the policy and deal-making sides of community development. He is admitted to practice law in Florida.

Does your arbitration agreement contain a clause delegating arbitrability to the arbitrator? Our appeal to the Fourth Circuit could decide whether it encompasses non-signatories. In Commonwealth of Virginia v. Waller, DarrowEverett LLP asks the court to resolve a circuit split: When an arbitration agreement has a delegation clause, who decides if it governs non-signatories, the court or the arbitrator? We argue it must be the arbitrator. Led by Partner Ashwini Jayaratnam, our brief argues: ✔️ 𝐓𝐡𝐞 𝐝𝐢𝐬𝐭𝐫𝐢𝐜𝐭 𝐜𝐨𝐮𝐫𝐭 𝐮𝐬𝐮𝐫𝐩𝐞𝐝 𝐣𝐮𝐫𝐢𝐬𝐝𝐢𝐜𝐭𝐢𝐨𝐧 𝐨𝐧 𝐚𝐧 𝐚𝐧𝐭𝐞𝐜𝐞𝐝𝐞𝐧𝐭 𝐪𝐮𝐞𝐬𝐭𝐢𝐨𝐧. It decided arbitrability and then used that answer to hold that it, not the arbitrator, should decide arbitrability. ✔️ 𝐓𝐡𝐞 𝐝𝐞𝐥𝐞𝐠𝐚𝐭𝐢𝐨𝐧 𝐜𝐥𝐚𝐮𝐬𝐞 𝐰𝐚𝐬 𝐧𝐞𝐯𝐞𝐫 𝐜𝐡𝐚𝐥𝐥𝐞𝐧𝐠𝐞𝐝. The agreements incorporate the AAA Rules, the equivalent of a delegation clause in the Fourth Circuit. The Commonwealth failed to challenge it: under Supreme Court precedent Rent-A-Center and Henry Schein, an unchallenged delegation clause must be enforced. ✔️ 𝐓𝐡𝐞 𝐝𝐢𝐬𝐩𝐮𝐭𝐞 𝐢𝐬 𝐚𝐛𝐨𝐮𝐭 𝐜𝐨𝐯𝐞𝐫𝐚𝐠𝐞, 𝐧𝐨𝐭 𝐟𝐨𝐫𝐦𝐚𝐭𝐢𝐨𝐧. A valid contract exists, so the scope question belongs to the arbitrator. ✔️ 𝐅𝐨𝐮𝐫𝐭𝐡 𝐂𝐢𝐫𝐜𝐮𝐢𝐭 𝐩𝐫𝐞𝐜𝐞𝐝𝐞𝐧𝐭 𝐬𝐡𝐨𝐮𝐥𝐝 𝐛𝐞 𝐫𝐞𝐯𝐢𝐬𝐢𝐭𝐞𝐝. Isernia, Rogers, and Sessoms conflict with Supreme Court precedent and with the approach of the Second, Third, Sixth, and Tenth Circuits. The Supreme Court is considering the same question. A cert petition from the Ninth Circuit, Olson v. FCA US, LLC (No. 26-228), is set for conference on Oct. 9. The outcome will shape the jurisdictional reach of courts versus arbitrators over the threshold question of non-signatory arbitrability. We are proud to be advancing an issue of national importance to arbitration law.

At DarrowEverett, building a better firm is an ongoing commitment. We always say that we are a business that happens to be a law firm, and at its core, that means we must be anticipating innovation. It means equipping every attorney and paralegal with the tools they need to provide our clients with the best and to stay competitive in a profession that's changing fast. That's why DarrowEverett has selected Laurel as its AI timekeeping platform, deploying the technology across all eight of our offices to every attorney and paralegal in the firm. "Laurel is the latest layer of technology that allows our practice to evolve, grow, and stay competitive," says Andrew Adams, Partner and Chief Administrative Officer. laurel.ai/

The political debate around private equity ownership of single-family homes is ongoing. The legal risk is already creating liability. In his latest #DEInsight, Brian Boland discusses what sponsors and their counsel need to track right now. darroweverett.com/private-eq…

Members of our DE team recently had the chance to spend a couple of days on the golf course for good causes. We sponsored an event at Crestwood Country Club in Rehoboth, MA, benefiting People Incorporated's Diabetes Association and the Jack Rua Camp for Children with Diabetes. David A. Sullivan, Daniel Meyer, Jonathan Weitz, and Zachary Valentine represented the firm. We also had the privilege of sponsoring D.F. Pray General Contractors' Pray Family Foundation's annual golf tournament at Swansea Country Club, with proceeds going toward research to eradicate leukemia and lymphoma, neuroblastoma, and pancreatic cancer, and fund research being done by Southcoast Health. Thanks to Zachary Darrow, David A. Sullivan, Daniel Meyer, and Jonathan Weitz for attending. We are grateful to be able to support organizations like these who make a considerable impact in our communities.

For the month of October, our attorney spotlight is focused on Brian Boland. An Associate in DarrowEverett’s Mergers & Acquisitions and Tax Practice Groups, Brian concentrates on tax, general business law, M&A, and financing. Brian works collaboratively with our Trusts & Estates Practice Area to deliver fully integrated Qualified Small Business Stock counsel, including eligibility structuring, exclusion planning, and the tax implications of corporate transactions on QSBS status. He also has years of experience navigating Section 280G golden parachute rules, guiding clients through complex analyses and related tax planning. Learn more about Brian’s practice here: lnkd.in/eS_Jswi5

DarrowEverett Senior Associate Hannah Sfameni recently saw her work published by @BLaw, sharing her insights on the likely strategy behind the Department of Justice’s recent 'Statements of Interest.' Even though these statements aren't official rules, companies should treat them like a warning sign because they reveal what the DOJ is keeping a close eye on. Read the full article for what Hannah believes are the top three areas the DOJ has its eye on. news.bloomberglaw.com/legal-…

A user sued Tripadvisor for using a tracker that collected his data and sold it to advertisers, allegedly without his consent. The court dismissed it. When the plaintiff created his account, he had agreed to Massachusetts law. One clause in the Terms of Use moved the entire case out of California's legal framework. That's the defense. And it only works if users actually agreed to the terms, meaning buried disclosures and broken hyperlinks won't hold up in court. This is one of three developments that are changing the CIPA playbook. Michael P. Burke and Stacy W. Thomsen break down what's shifting and what businesses running tracking technology on their websites need to do now. darroweverett.com/cipa-litig…