Our Areas of Practice

The Banking and Financial Services Practice Group serves the legal needs of a wide variety of Maine-based, regional, national, and international financial institutions, including depository and non-depository banks, other financial services companies and holding companies.

We have exceptional experience and knowledge in this area of law. We take pride in developing successful operational systems for our clients, anticipating their needs, solving their problems, as well as advancing their interests across a broad spectrum of regulatory, transactional and dispute resolution arenas.

• commercial and consumer lending
• mortgage and asset-based credit documentation
• deposit operations
• trust operations
• branch administration
• state and federal regulatory compliance questions
• secured transactions
• opinion letters
• corporate structure
• mergers and acquisitions
• workouts
• foreclosures
• creditors’ rights issues
• vendor contracts
• taxation matters
• employment and employee benefits matters
• real estate issues
• general and specialized litigation matters

AREAS OF CONCENTRATION

FINANCIAL INSTITUTIONS

We counsel a variety of international, national, regional and local financial institution clients, including national banks and state chartered institutions, both depository and non-depository, as well as non-depository lenders and mortgage companies, holding companies, service corporations, charitable foundations and other affiliated entities. We regularly provide operational and regulatory assistance, as well as guidance in the areas of corporate structure, taxation, mergers and acquisitions, lending, deposit and trust operations, and vendor contracting and procurement documentation.

REGULATORY ADVICE AND COUNSELING

We advise our financial services clients in connection with all aspects of the regulatory process applicable to them, from initial formation through the development of new products and initiatives, drafting and revising compliance policies and procedures, and assisting with compliance reviews, including responsiveness in the evolving area of cyber security.

COMMERCIAL LENDING

We serve as counsel to both lenders and borrowers in a wide variety of regional, national and international commercial loan transactions, from commercial mortgages to asset-based loans, floor-planning arrangements, and tax credit financing. Services for lenders include loan structure analysis, commitment and loan documentation, property title analysis, lien perfection and loan closings. Services for borrowers include analysis of finance options, commitment and loan document negotiation, opinion letters and asset acquisition services.

ASSET-BASED FINANCE

We frequently advise clients in connection with asset-based financings and documentation and lien perfection issues, including development and administration of borrowing base formulas, collateral evaluation, Uniform Commercial Code (UCC) matters, and receivables lockbox and other deposit account security arrangements.

MORTGAGES

We have extensive experience in documenting, analyzing, and enforcing both commercial and consumer mortgages, real estate title and title insurance evaluations and other real property issues, including lease assignments, workouts, loan modifications and foreclosures.

UNIFORM COMMERCIAL CODE

We advise our clients on all aspects of the UCC, with particular focus on Articles 3, 4, 5, 8 and 9, and Article 9 opinion letters. We carefully monitor legislative developments and state law variations for the benefit of our clients.

AGRICULTURAL AND NATURAL RESOURCES CREDIT

We have extensive experience in agricultural credit transactions, including timber and farm financing, lending to the forest products and crop processing industries and commercial fisheries, and addressing UCC and Food Security Act (FSA) lien perfection issues, as well as Preferred Ship Mortgages and protection of fishing rights collateral. Our attorneys are Farm Credit certified.

SECURED TRANSACTIONS

We offer a complete familiarity with UCC Article 9 and other secured lending transactions, providing extensive guidance to clients regarding lien creation, perfection, and enforcement as well as legal opinion letters, collateral evaluation, documentation, and priority analyses. We also draft and review mortgages and collateral assignments of real property interests and evaluate title and title insurance issues.

LITIGATION AND FORECLOSURE

Our litigation and creditor rights attorneys regularly represent regional and national financial institutions in both litigation and out-of-court recovery and settlement situations. We advise our bank clients on loan workouts and restructurings, lender liability matters, and counsel creditors on protecting collateral and realizing or foreclosing on secured parties’ real and personal property assets.

Attorneys in Perkins Thompson’s Blockchain and Digital Assets Practice Area work with a variety of legal matters involving blockchain technologies, cryptocurrencies, non-fungible tokens (NFTs) and other digital assets. This interdisciplinary practice includes attorneys from our Banking and Financial Services, Trust and Estate Law, Intellectual Property and Technology and Business and Corporate practice groups.

Estate Planning for Digital Assets

Digital assets are becoming an increasing part of client portfolios and estate assets. We recognize the need for estate plans that ensure these digital assets go where you intend. Planning for digital assets requires a knowledge of estate planning plus an ongoing understanding about how these assets are held, transferred, and retitled. We understand wallets versus exchanges, taxes upon death, security strategies, and methods to design secure plans for your loved ones or your charitable intent.

Regulation of Money Transmitters and Money Services Businesses

Companies and individuals who engage in cryptocurrency-related business ventures must often register with the U.S. Department of Treasury as money services businesses or hold state money transmitter licenses. We monitor the evolving federal and state laws that apply in these spaces and can advise clients on their related compliance obligations, which can include the creation and implementation of Anti-Money Laundering (AML) programs.

Contracts & Licensing

We represent many types of blockchain technology participants, from Software-as-a-Service platforms and development agencies to mobile app developers, managed service providers and FinTechs. We prepare the legal documentation to manage providers’ relationships with their customers and users (including Terms of Use and Privacy Policies) and we secure and license the appropriate intellectual rights. We also guide clients on compliance with advertising laws, “dark patterns” interface rules and distribution platform agreements. Our attorneys assist in strategic considerations including the selection of open-source software licenses for proprietary projects and inbound licensing needs.

Perkins Thompson’s attorneys also handle business entity formations in many jurisdictions and can advise on structuring holding companies for certain assets.

Data Protection & Privacy

We help clients comply with the privacy and data protection laws relevant to blockchain technology. Depending on the nature of a company’s business, those laws can include industry-specific laws (such as the Gramm-Leach-Bliley Act and other laws relevant to financial institutions) or general privacy laws that apply to most technology businesses. We collaborate with our network of law firms in multiple foreign countries on projects involving international businesses and data protection.

Non-Fungible Tokens (NFTs)

We advise NFT creators and companies interested in offering NFT-related services. We prepare the legal documentation required to protect all parties’ intellectual property rights, including platform Terms of Use or documentation embedded directly in smart contracts. Our attorneys counsel clients on copyright and trademark registration and licensing issues.

RECENT MATTERS

Our Blockchain & Digital Assets attorneys have recently handled these projects:

• Designed trust & estate plans to protect clients’ cryptocurrency assets.
• Counseled a money transmitter on Anti-Money Laundering (AML) compliance relating to cryptocurrencies.
• Advised a digital payments company on the rollout of an NFT issuance campaign.
• Represented a provider of cryptocurrency wallet software in contract negotiations with video game studios.
• Counseled a Software-as-a-Service provider on copyright and corporate issues relating to its development of a cryptocurrency exchange platform.
• Represented a Fortune 500 financial services firm in negotiations with a bank regarding payment encryption matters.

ARTICLES

• Non-Fungible Tokens Make First Appearances in U.S. Courts
• F.D.I.C. Requests that Banks Report Their Cryptocurrency-Related Activities
• The Corporate Transparency Act: An Overview for Financial Institutions

As one of Maine’s leading business law firms, Perkins Thompson is well known for providing legal services of the highest caliber to businesses and businesspeople. Our attorneys have experience and expertise in all facets of business and commercial law, including transactions of all sizes and types. Bringing to bear a collective body of expertise developed through years of practice and dedication to advancing our clients’ interests, we deliver results in a timely and cost-effective manner.

SERVICES PROVIDED

We pride ourselves on our ability to provide a full range of services to our clients to help them accomplish all of their commercial and business goals.  We assist clients through all stages of business development, from startup to sophisticated ongoing concerns, and represent businesses in a wide range of industries, including petroleum and gas, manufacturing, real estate, biotechnology, information technology, food and beverage, and hospitality.  A critical component of our practice is our extensive experience with state, federal, and international business regulations, experience we use to help formulate strategies for business success. From designing compliance systems for avoiding liability pitfalls to leveraging the ever-changing regulatory climate to maximize business opportunities, our involvement in regulatory matters is broad and deep, and includes work with the Petroleum Marketing Practices Act, the Truth in Lending Act, state and federal banking laws, franchise laws, corporate laws of Delaware and all New England states, SEC Regulation D and state blue sky laws, the Uniform Commercial Code, the Food Security Act, the Stark healthcare regulations, and many others.

Included in our full-range of legal service offerings, we:

• Advise on entity selection and draft organizational documents for businesses
• Draft entity documents, such as shareholder agreements, bylaws, limited liability company agreements, partnership agreements and corporate management agreements
• Draft corporate financing and commercial lending documents as well as intercreditor agreements
• Negotiate asset and stock purchases agreements
• Draft and negotiate the private offerings of securities
• Assist and advise in all aspects of mergers and acquisitions from completing due diligence to drafting the documentation
• Assist and advise on tax issues related to the business, its owners, and its employees
• Advise on employment, labor, and immigration issues and draft and negotiate employment agreement and stock option plans
• Develop business succession plans
• Advise on and negotiate sophisticated contracts and business transactions
• Advise on intellectual property protection and licensing matters
• Provide general counsel services

RECENT REPRESENTATIVE MATTERS

Examples of matters we recently handled include:

• Advised multiple seed-stage companies in multistate private securities offerings
• Represented multiple clients in stock sales and asset sales—both on the buyer and seller side
• Provide ongoing general counsel services to large multinational companies
• Advised a client with respect to a reverse triangular taxfree merger and drafted supporting documentation
• Represented numerous lenders and borrowers with respect to various commercial loan financing agreements, including major industrial construction projects.

With Perkins Thompson, you will find a smart, thoughtful, and responsive partner committed to your business success.

In the construction business, every action has a domino effect. If trouble develops in one part of the job, the entire project suffers. A bid protest, a mechanic’s lien, a bond claim — any one of these can stop a project in its tracks, causing even more problems down the chain. As construction law attorneys, we understand how to achieve practical and efficient business solutions to these issues.

We regularly represent developers, lenders, architects, engineers, owners, municipalities, general contractors, and subcontractors in legal issues regarding construction projects throughout New England. Our construction law team can draft and negotiate construction contracts to help prevent disputes from arising. When disputes do arise, the construction law team has extensive experience prosecuting and defending disputes in state and federal courts, and in arbitration and mediation.

AREAS OF CONCENTRATION

• Delay and extra work claims
• Construction defect claims
• Mechanic’s liens
• Bid protests and other public procurement issues
• Miller Act suits
• Suretyship and bond claims
• Real estate and development contracts
• Commercial construction contracts, subcontracts, and supplier agreements
• Residential contracts, subcontracts, and supplier agreements
• Government contracts
• General counsel services for contractors and subcontractors

REPRESENTATIVE MATTERS

• Perkins Thompson successfully prosecuted a mechanic’s lien claim on behalf of a commercial contractor hired to construct a parking garage.  The developer paid our client the contract price – plus legal fees – within a month.
• Perkins Thompson successfully obtained an arbitration decision in favor of our client, a residential contractor, when a homeowner refused to pay amounts owed under the parties’ contract. The home owner was ordered to pay the full amount owed plus an award of legal fees to our client.
• Perkins Thompson successfully defended a regional commercial contractor from subcontractor payment claims and a mechanic’s lien claim. Perkins Thompson obtained a judgment in favor of our client (at trial) finding that no further payments were required, and then successfully defended the subcontractor’s subsequent appeal with Maine’s Supreme Judicial Court.
• Perkins Thompson regularly drafts and reviews residential home construction contracts for compliance with Maine’s Home Construction Contract Act
• Perkins Thompson regularly drafts and reviews commercial contracts, subcontracts, and supplier agreements

ATTORNEYS

John Hobson is the lead attorney of the construction law team. John has been recognized for his work in construction litigation by New England Super Lawyers since 2007 and by The Best Lawyers in America© since 2008.  He is the author of a number of legal publications on construction law, including:

• The State of Maine section on lienlawonline.com;
• The Maine State Construction Law Handbook;
• The State Public Construction Law Source Book (CCH 2002); and,
• Contributing Author, Inside the Minds: Construction Laws, Settlement and Negotiation, (Aspatore Books 2007).

John has also presented numerous seminars on Construction Law and Public Construction Contracts with Public Entities.

Joe Talbot, who is also on the construction law team, has been selected as a New England Super Lawyer Rising Star in Construction Law since 2016. Joe regularly represents a wide variety of clients in mediation, arbitration, and state and federal court, and is the author of Perkins Thompson’s construction law blog. Joe also drafts, revises, and negotiates construction contracts, subcontracts, and supplier agreements on both residential and commercial projects.

FEES

Perkins Thompson offers hourly billing arrangements as well as fee arrangements in certain instances, which may include flat fee or fixed fee services and/or project based billing.

Typical flat fee or fixed fee services include:

• Drafting and recording lien certificates;
• Drafting and reviewing contracts, subcontracts, and supplier agreements;
• Drafting and reviewing settlement documents;
• General counsel services;
• Demand letters
• Mediation and arbitration

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The Employment Practice Group provides a full range of legal service to employers of all sizes in a wide array of industries.

The issues facing employers have become increasingly complex and we take pride in partnering with our clients to provide practical, effective, and efficient counsel and representation on all matters affecting the employment relationship.  We provide significant value to our clients through proactive counsel and advice in managing the maze of compliance requirements, providing practical training to management, and assisting with policy development and drafting — all with an eye toward regulatory compliance and claim avoidance.  This is especially true as we all navigate the uncharted waters of COVID-19.  We can help employers develop and implement return-to-work plans, manage remote work environments, update leave policies, and mitigate wage and hour risks.

We regularly serve as independent investigators for public and private employers.  Our experience allows us to conduct thorough investigations in an efficient and prompt manner.

In the event of a claim or other dispute, we are experienced in providing skilled and thorough defense.  In addition to the mediation and arbitration of employment disputes, we handle matters in state and federal courts and before state and federal administrative agencies, including the EEOC, OSHA, USDOL, NLRB, and state human rights agencies.

We are licensed in a number of jurisdictions, including Maine, New Hampshire, Vermont, and Massachusetts.  This affords us the opportunity to serve employers with places of business in a number of states.

Employers of all sizes in all industries can depend on us for reliable and practical advice on employment-related issues.

SERVICES PROVIDED

• Preparation of employee handbooks and development of personnel policies
• Advice on hiring, discipline and termination
• Human Resource compliance audits
• Wage & Hour compliance advice
• Advice on FMLA, ADA, leave laws, and worker’s compensation
• Advice on employee benefit programs
• Advice and training on discrimination and harassment laws
• Advice on workplace privacy issues
• Advice on OSHA and workplace safety issues
• Advice on layoffs, facility closure, and post-closing liabilities
• WARN Act compliance
• ERISA compliance
• Social media and cyber-security issues
• Drafting and negotiation of employment contracts, separation agreements, and advice on various forms of executive compensation, including deferred compensation, stock option, and other bonus and incentive strategies
• Non-competition, confidentiality, and non-solicitation agreements
• Management training on union issues
• Drafting, negotiation, and interpretation of collective bargaining agreements
• Advice and representation on union grievances and arbitration
• Independent investigations

EMPLOYMENT LITIGATION SERVICES PROVIDED

• Discrimination, wrongful termination, non-competition, trade secrets, employment contracts, and administrative proceedings
• Wage and hour claims
• Representation before federal and state agencies, including EEOC, OSHA, USDOL, NLRB and state human rights agencies, and in state and federal courts in Maine, New Hampshire, Massachusetts, and Vermont
• Local counsel in state and federal court

REPRESENTATIVE MATTERS

• Successfully defended an employer before the Maine Human Rights Commission on a claim of disability discrimination brought by a former employee. The Maine Human Rights issued a finding of “no reasonable grounds” to believe that employer discriminated against the employee.
• Successfully defended an employer in a wage and hour claim brought by a former employee; the employee sought compensation for allegedly unpaid overtime wages.
• Acted as an independent investigator for an employer in response to a claim of sexual harassment brought by an employee; conducted numerous witness interviews and issued written report.
• Conducted extensive human resources compliance audit.
• Conducted an extensive training seminar for an employer on topics ranging from ADA compliance to sexual harassment in the workplace.
• Assisted a large employer in structuring a reduction in force (RIF) and navigating required WARN Act notices and disclosures under the ADEA and OWBPA.
• Advised a private school client and drafted a deferred compensation arrangement under Code section 457(b) for the long-time head school.
• Represented a national retail pharmacy chain in OSHA inspection matters and successfully resolving citation issues.
• Represented a corporate executive in negotiating a complex employment agreement with change in control provisions and deferred compensation implicating Code section 409A.
• Represented the foreign parent of a US entity in developing and drafting an annex to its Share Option Plan applicable to employees of the US subsidiary.
• Represented a Canadian forest products company in connection with the labor and employment aspects of the acquisition of a US company.
• Assisted a large petroleum products company in developing compliant employment policies applicable to employees in multiple jurisdictions.
• Represented a large employer in a class action wage and hour claim, avoiding class certification and achieving a favorable resolution for the client.

RECENT ARTICLES

• Summary of the Maine Earned Paid Leave Law
• An Employee Tests Positive for COVID-19:  Now What?
• Employee Complaints:  What You Need to Know and Do

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Perkins Thompson’s Energy Practice Group provides its clients with a wide range of legal services on energy-related issues. Drawing from the breadth of the firm’s resources, the group consists of a team of highly experienced professionals from multiple practice areas who provide comprehensive and coordinated legal counsel for energy initiatives of all types. The group’s expertise is diverse and extends to such areas as antitrust, energy transactions, contract negotiation (including power purchase and distribution agreements), crisis management, economic development assistance, tax increment financing, environmental laws and regulations, regulatory permitting and compliance, property acquisition, and land use. We advise a broad spectrum of clients with energy-related concerns, issues and interests, including petroleum and natural gas producers and marketers, utilities, wind power site owners and investors, municipalities, quasi-municipal entities, and state agencies, as well as lending institutions and borrowers.

SERVICES PROVIDED

Our recent experience includes representation of our energy clients in the following areas:

• Due diligence in the acquisition, financing, and refinancing of natural gas, petroleum, renewable energy and other utility and non-utility generating, storage, and distribution facilities
• Purchase, sale and leasing of energy sites and facilities, and right-of-way acquisition
• Project financing
• Environmental and land use permitting, licensing, and siting of natural gas and petroleum pipelines, tanks and related facilities, marine terminal facilities, and other utility and non-utility facilities
• Extension of natural gas service to, and distribution of natural gas within, municipalities
• Contracts for distribution and marketing of petroleum products
• Personnel and human resources
• Regulation of utility and non-utility activities, sites, and facilities
• Terminal, transport, and throughput agreements
• Liquefied natural gas (LNG) supply and distribution agreements
• Related disputes and litigation

Perkins Thompson has a lengthy history of practice before the executive and legislative branches of state government and state regulatory bodies and administrative agencies. The firm has a broad and diverse lobbying, legislative and government affairs, and administrative practice. Lawyers within the firm have appeared on behalf of clients in meetings with representatives from the Governor’s Office and leadership in the Legislature to discuss possible new business initiatives or discrete issues concerning our clients’ interactions with State government. On numerous occasions, we have drafted legislation for our clients – to address specific concerns, to clarify or revise existing legislation, or to address a perceived need to adopt new legislation. We also actively track proposed legislation impacting such diverse areas as energy issues, health-related issues, tobacco and alcoholic beverage sales, taxation, land use regulation, workers’ compensation, and unemployment compensation laws.

We frequently appear on behalf of clients before State regulatory boards and administrative agencies on licensing and permitting matters, regulatory complaints or when a particular board is involved in rulemaking or statutory recodification. We represent clients in negotiating with the Office of the Attorney General regarding licensing, permitting or regulatory complaints and anti-trust matters. We also represent individuals and organizations on regulatory matters before the Ethics Commission.

Several of the Government Services Practice Group are registered lobbyists and regularly appear before State legislative committees to testify on behalf of clients at public hearings on pending legislation or to monitor legislation. We also assist in drafting or revising legislation and assist on specific legislation during work sessions for such legislative committees as Insurance and Financial Services, Energy, Utilities and Technology, Health and Human Services, Labor, Commerce, Research and Economic Development, Taxation, State and Local Government, Veterans and Legal Affairs, Judiciary, Agriculture, Conservation and Forestry, and Environment and Natural Resources. The Governmental Services Practice Group is also involved in state political lobbying and planning.

Members of the Group have been appointed to State commissions, regulatory boards, blue ribbon task forces and other executive and legislative-appointed bodies to study matters of interest to firm clients.

Maine’s hospitality industry is thriving.  With the continued growth of hotels, restaurants, breweries and distilleries across the state, the attorneys at Perkins Thompson are ready, willing and able to assist the hospitality industry with its legal needs including entity formation, acquisition of real estate, lease negotiations, construction contracts, permitting and licensing, financing, trademarks, succession planning, employment issues, and disputes.

The firm’s Hospitality Practice Group is comprised of experienced attorneys who provide their clients with excellent, innovative, and cost effective representation.  Perkins Thompson prides itself on delivering results on challenging projects as well as a high level of personal attention to all of its clients.

SERVICES PROVIDED

• Startup structuring (entity selection, organization, and capitalization)
• Zoning and land use regulations
• Legislative and regulatory guidance
• Securities offerings (Regulation D and other federal exemptions; state blue sky compliance)
• Federal and state liquor licensing compliance
• Liquor labeling and formula approvals with federal and state regulators
• Contract brewing/distilling agreements and alternating proprietorship agreements
• Trademarks, licensing, trade secrets and related intellectual property issues
• Equity incentive plans
• Owner agreements
• Employment agreements, handbooks, and labor issues
• Taxation
• Real estate
• Confidentiality agreements
• Distribution agreements and terminations
• Mergers, acquisitions, and joint ventures
• General counsel services

REPRESENTATIVE MATTERS

Matters that we have recently handled include:

• Negotiated an extensive ground lease and construction loan for a 105 room hotel
• Assisted in the licensing of the first “Dual Liquor License” issued by the State of Maine
• Drafted an employee handbook for a brewery and tasting room
• Assisted a distillery with Regulation D exemption filing with the Security and Exchange Commission
• Advised an inn in regards to Americans with Disabilities Act compliance for a swimming pool and sidewalks
• Drafted a tip pooling policy for tipped employees
• Negotiated a distribution agreement on behalf of a brewery client
• Represented a restaurant in responding to a complaint of harassment
• Provided sexual harassment training to a variety of hospitality clients

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The IP Group at Perkins Thompson is dedicated to protecting your hard-earned intellectual property.  In a competitive economy, identifying and protecting intellectual property assets is critical.  Whether for a Fortune 500 company or an entrepreneur with a great idea for a start up, we are here to help with a full range of services relating to trademarks, copyrights, branding, domain names and trade secrets.

SERVICES PROVIDED

• Performing and interpreting trademark clearance searches
• Filing and overseeing trademark, copyright, and domain name applications and registrations at state, federal and international levels
• Drafting and negotiating software, technology, trademark licensing, and distribution agreements
• Performing intellectual property audits and due diligence reviews
• Drafting and negotiating nondisclosure agreements
• Recovering misappropriated assets and proprietary information from former employees
• Drafting and negotiating website development, hosting, and publishing agreements
• Drafting and negotiating “work for hire” agreements
• Prosecuting and defending trademark and copyright infringement and trade secret misappropriation actions in state and federal courts and in the United States Patent and Trademark Office

REPRESENTATIVE MATTERS

Matters that we have recently handled include:

• Filing, managing, and maintaining a portfolio of trademarks for a food producer with a multi-state distribution network
• Screening, filing, and securing federal trademark registration for the flagship brand of a start-up craft brewery
• Negotiating a technology licensing agreement for a medical device manufacturer
• Shutting down an infringing domain name for an arts and crafts supplier in an international arbitration proceeding with the World Intellectual Property Organization (“WIPO”)
• Drafting a “click-through” licensing agreement for a non-profit trade association website
• Negotiating a trademark coexistence agreement to resolve a Trademark Trial and Appeal Board (“TTAB”) cancellation proceeding in the United States Patent and Trademark Office for a boat manufacturer

COSTS

We work within your budget and offer flat fees where possible.  For trademark work, we offer these flat fees:

For responses to U.S. Patent & Trademark Office Actions and other trademark work, we charge hourly.

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Permitting

Our attorneys have extensive experience in helping our clients navigate the complex web of local, state, and federal permitting requirements, and their applicability to development projects large and small. We frequently represent developers, individual landowners, and businesses of all sizes in obtaining approvals from local planning boards and zoning boards of appeal, the Maine Department of Environmental Protection, the Land Use Planning Commission, and a host of other state and federal government agencies. Our expertise extends to a broad range of matters, including:

• Local Site Plan, Subdivision, Conditional Use, and Special Exception Approvals and Amendments
• Variances
• Zoning ordinance amendments and Contract Zones
• Shoreland Zoning
• Maine’s Subdivision Law
• Site Location of Development Act
• Natural Resources Protection Act
• Submerged Lands Leases
• FEMA Floodplain regulation
• Stormwater regulation
• Wetlands Dredge and Fill Permits (Army Corps)

Our in-depth knowledge and strategic counsel serve as an invaluable asset to any development project, whether you are a developer seeking approval of a large-scale mixed use development, a business owner seeking expansion of a nonconforming (grandfathered) use, or a landowner seeking to develop property in the shoreland zone. Every project is different, and while we often find ourselves in a lead role, we frequently collaborate with engineers, architects, consultants, and surveyors to achieve timely, cost-effective solutions for our clients.

Land Use Issues and Disputes

Land use issues come in all varieties, and sometimes the solution is not as straightforward as obtaining a permit. You might have questions regarding an easement on your property, or alternatively, your right to use an easement on another’s property. You might be embroiled in a boundary dispute with your neighbor. Whatever the issue, we have a proven track record of finding creative solutions to challenging problems involving real property.

Our goal is to find the most practical, cost-effective solution for our client, which frequently means avoiding litigation. We don’t shy away from conflict, however, and have the experience to skillfully represent our clients in the courtroom. We have represented developers, businesses, landowners, and abutters in appeals from and in defense of local zoning and planning and State land use law decisions. We have also defended individuals and business owners against land use violation claims by local and State government agencies. We have filed, argued, and defended dozens of appeals from local and State land use decisions and have briefed and argued many land use and municipal cases before the Maine Supreme Judicial Court.

Environmental Due Diligence and Compliance

Environmental and land use permitting questions often arise in the context of an acquisition or major redevelopment of an ongoing business. The stakes are higher when the property involved has a history of soil or groundwater contamination. We frequently advise both lenders and businesses on permitting due diligence matters, permit transfers, and strategies to minimize environmental liability. Using our in-depth knowledge of the law and our strong working relationships with regulatory agencies, we also provide strategic counsel to our clients on a broad range of environmental matters, spanning from regulatory compliance to enforcement actions, negotiating the cleanup of contaminated sites, including petroleum, hazardous waste, and brownfield sites, with governmental authorities and third party landowners, and minimizing our clients’ potential future liability.

We also spend much of our time evaluating and minimizing our clients’ environmental risks as they pursue and complete real estate and business transactions that involve the transfer of contaminated or potentially contaminated properties. Our expertise extends to a host of federal environmental laws, including CERCLA (also known as the “Superfund” law), the Resource Conservation and Recovery Act (RCRA), the Toxic Substances Control Act (TSCA), and the Clean Water Act, including federal point source discharge laws, and their Maine law counterparts, including the Maine Uncontrolled Sites Law, the Maine Oil Pollution Liability Act, the Maine hazardous waste laws, and the Maine Pollutant Discharge Elimination System (MPDES). We regularly assist clients with environmental due diligence in connection with acquisitions, mergers, and the sales of commercial and industrial properties. We advocate for our clients in connection with sale or lease agreements in which there are complicated allocations of environmental liability, and advise clients on a range of environmental issues including the closing out of environmental escrow accounts or the exercise of indemnification provisions.

It is our specialized knowledge of environmental law, coupled with our commitment to personal service, efficiency, and relationship-building, that makes us effective representatives for our clients.

REPRESENTATIVE MATTERS

Some recent matters we have handled illustrate the scope of our work:

• On behalf of a developer client, successfully obtained municipal and state permits and approvals required for a large-scale mixed use development spanning across the boundary between two municipalities.
• Successfully achieved the re-zoning of commercial property through the amendment of a local zoning ordinance by contract zone.
• Provided strategic counsel to an intervenor in a proceeding before the Maine Land Use Commission involving a hydropower permitting matter.
• Provided permitting and environmental due diligence counsel in connection with the financing of a grid-scale wind energy project.
• Successfully obtained approvals from the City Harbor Commission, Maine DEP, and U.S. Army Corps of Engineers in connection with a complex redevelopment project involving contaminated property.
• Successfully appealed a propane and natural gas inspector’s decision to the Propane and Natural Gas Board of Maine, enabling the client to install an engineered, state of the art greenhouse heating and CO₂ production system.
• Represented a natural gas public utility in land asset disposition before the Maine Public Utilities Commission.
• Obtained a favorable decision from the Maine Law Court on behalf of Maine Rivers, Trout Unlimited, the Appalachian Mountain Club and the Natural Resources Council of Maine, intervenors in the case of FPL Energy Maine Hydro v. DEP, which affirmed a decision by the Maine Board of Environmental Protection.
• Obtained municipal approvals required in order for client to redevelop an existing building in the shoreland zone into retail and restaurant space, while simultaneously resolving a property dispute with an abutting landowner.

The Litigation Practice Group maintains a diverse multi-jurisdictional practice. Our experienced litigators assist clients in all adversarial contexts, including hearings, trials, appeals, mediation, and arbitration in federal and state court and in administrative agency and board proceedings. We successfully represent our clients in matters ranging from commercial disputes, bankruptcy proceedings, employment cases, products liability, personal injury, land use and environmental law, mass tort litigation, insurance defense, antitrust cases, class actions, constitutional issues, immigration matters, collections, real estate disputes, contract disputes, construction disputes, and the evolving law on cyber-security breach liability.

Our litigators specialize in maximizing the effective pursuit of plaintiffs’ or defendants’ rights through out-of-court settlement, alternative dispute resolution, or trial when appropriate. Our attorneys maintain unsurpassed dedication to clients, a can-do work ethic, cost-effective results, and a high rate of success.

The Litigation Practice Group’s attorneys are licensed to practice in state and federal courts in Maine, Massachusetts, Vermont, and the District of Columbia.

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We proudly represent municipalities, municipal boards and committees, municipal officials, water and sewer districts, and quasi-governmental entities across the state on a broad range of matters including contracts, labor relations and employment, ordinance drafting, elections, property taxation, tax increment financing, eminent domain, litigation, and regulation, including land use and enforcement matters.

Practice Group Chair Jim Katsiaficas was formerly Senior Staff Attorney for the Maine Municipal Association and served as the Association’s Assistant Director for State and Federal Relations. He is a past chair of the Maine State Bar Association’s Natural Resources and Environmental Law and Public Sector and Government Lawyers’ Sections, was state chair for the International Municipal Lawyers Association, and is a board member and past chair of the Environmental and Energy Technology Council of Maine (“E2Tech”).

REPRESENTATIVE MATTERS

Some recent matters our Municipal Practice Group has handled include:

• Assisted a municipal sewer district in securing legislative approval of an amendment to its charter, resulting in the passage of a Private and Special Law.
• Advised a municipality’s select board regarding a proposed amendment to the municipality’s zoning ordinance.
• Helped create the Long Creek Watershed Management District, consisting of over 100 public and private owners, in response to the US EPA’s first in the nation use of its Residual Designation Authority to require restoration of an urban impaired stream.
• On an ongoing basis, serve as fact finder / investigator for municipal employment and discipline matters.
• Successfully represented the town of Bucksport and the City of Bath in property tax abatement cases.
• Represented the Town of Wells in obtaining permits for its harbor dredge and beach nourishment from the DEP, the U.S. Army Corps of Engineers, and the Department of Conservation Bureau of Parks and Land.
• Represented the Maine Municipal Association in drafting a sample post-construction stormwater regulation ordinance for use by thirty Maine cities and towns affected by the Clean Water Act (small MS4 municipalities)
• Provide ongoing representation of the City of Old Town with regard to expansion of the state-owned Juniper Ridge Landfill.

Representing and collaborating with nonprofit and tax-exempt organizations and with nonprofit affiliates of for-profit clients in the fulfillment of their missions has been a focus of Perkins Thompson’s practice throughout its long presence in the Portland community.  Our clients include the full range of charitable and similar organizations and entities, such as providers of housing and services to older adults, educational institutions, health and social service providers, charitable trusts, and private foundations and private operating foundations.  We can act as outside “general counsel” to these organizations and entities, assisting them with all manner of issues arising in their formation, operations, governance and compliance, or if it better suits the organization and its budget, assist with particular issues when requested.  In all cases, we keep the organization’s mission at the forefront.

SERVICES PROVIDED

• Forming nonprofit and tax-exempt corporations, charitable trusts, private foundations and private operating foundations;
• Obtaining tax-exempt status under Federal and Maine law;
• Obtaining property tax exemptions, sales and use tax exemptions and other tax benefits available to charitable organizations when available and appropriate;
• Developing planned giving programs and development programs and advising with respect to the organization’s obligation to substantiate and report contributions and comply with state charitable solicitation registration and related requirements;
• Assisting in the development and implementation of particular forms of charitable giving, such as all forms of charitable trusts, pooled income funds, and charitable annuities;
• Advising private foundations and private operating foundations subject to special excise taxes and limitations on their activities;
• Advising on unrelated business income tax;
• Representing organizations in acquiring facilities necessary for their operations through purchase or leasing;
• Assisting organizations with financing their operations and acquisition and construction of their facilities through traditional and other means, including tax-exempt bond financing transactions;
• Advising organizations as to appropriate use of endowment and other institutional funds and handling cy pres actions or other modifications of such funds where appropriate;
• Reviewing grant and services agreements and applicable regulations in the administration of programs.

The experience and perspective of the Real Estate Practice Group is extensive and diverse. We represent individuals, business entities, non profit organizations, utilities, and developers in a varied field of real estate enterprises, including large industrial and commercial projects, utility and power transmission facilities, residential and commercial subdivisions and condominiums, leasing, acquisition and sales, dockominiums, planned and mixed use development, common interest ownership, recreational resorts (including timeshares), timberland acquisitions and holdings, conservation easements, and coastal and wetland development.

Julianne C. Ray and David C. Johnson are listed in the The Best Lawyers in America for Real Estate Law. Gordon Scannell is recommended for Real Estate in Chambers USA. Gordon Scannell has been an active Fellow of the American College of Real Estate Lawyers since 2004, and has been recognized by Who’s Who Legal for Real Estate. Gordon Scannell is co-author of Maine Real Estate Law and Practice 2nd ed. (2007).

SERVICES PROVIDED

Our Real Estate Practice Group handles all phases of real estate acquisition, development, leases, and sales. We:

• Draft and negotiate purchase and sale agreements for commercial and residential properties;
• Assist with due diligence in acquiring property;
• Coordinate and conduct closings, including drafting deeds and all related conveyance documents;
• Assist with land use permitting, working with teams of surveyors, planners, engineers, and other consultants to prepare and advocate for development projects;
• Negotiate and draft leases for both landlords and tenants;
• Negotiate and draft loan documentation for real estate – based loan transactions;
• Prepare “specialized” real estate documentation, including condominium, homeowner association and timeshare documents, and all types of easements;
• Handle 1031 like-kind exchanges; and,
• Assist with simple and complex financing.

REPRESENTATIVE MATTERS

Examples of matters we have recently handled include:

• Ongoing representation of a multinational corporation engaged in the acquisition, development and leasing of service stations, convenience stores and related distribution facilities throughout northern New England;
• Acquisition, permitting, development and leasing of an approximately 5,000 acre mixed-use development incorporating a multitude of business, agricultural, and recreational uses;
• Reorganization and recomposition the debt of numerous real estate limited partnerships owning a wide variety of commercial facilities;
• Acquisition and ownership for a single client of over 500,000 acres of timberland in northern New England representing an ongoing investment of over 250 million dollars;
• Purchase of timber interests in northern New England for a foreign forest products company;
• Acquisition, leasing, management and sale of major holdings in the downtown and Greater Portland office markets, including commercial condominium units and ground-leased buildings as well as more traditional forms of ownership; and
• Refinance a non-profit client’s HUD mortgage to permit needed renovations to the project building.

RECENT ARTICLES

• Timber Trespass: Unlawful Cutting of Trees
• Parting Ways Over Property: Partition Actions in Maine
• Where is the Boundary of Waterfront Property?
• What Happens to Your Coastal Easement When the Sea Rises

The Software & Startups Group at Perkins Thompson guides software firms and startups worldwide. Our attorneys include software startup founders as well as veteran lawyers who have represented both investors and entrepreneurs. From venture-backed SaaS firms to solo founders, from Maine to Silicon Valley, we can help.

SERVICES PROVIDED

We represent software firms of all sizes, including Software-as-a-Service (SaaS) providers, custom software development shops, DevOps consultants, I.T. services firms, Open-Source Software publishers, app developers, and solo founders – as well as employees and freelancers for all of the above. We can:

• Guide your Open-Source Software strategy.
• Write and negotiate your B2B and B2C customer-facing agreements (SaaS agreements, custom software agreements, API agreements, Terms of Use, EULAs).
• Advise you on Privacy/Data Protection/GDPR compliance.
• Develop your Reseller Program or Affiliate Sales program and negotiate with distributors and suppliers upstream and downstream from you.
• Handle your employee & freelancer hiring and termination matters.
• Guide you through your debt and equity fundraising, from a seed round to your Series D.
• Handle mergers and acquisitions.
• Prepare your employee stock option plan (ESOP) or other equity incentive offerings.

For early-stage startups, whether your product is tech, aquaculture, food/beverage, or anything else, we build the legal platform for your growth. At this stage, we can:

• Form your company (in Delaware or in your home state).
• Write and negotiate your customer agreements and Terms of Use.
• Guide your hiring of employees and independent contractors (freelancers).
• Advise you on trademark strategy and register your trademarks.
• Counsel you on intellectual property strategy and draft your licensing agreements.
• Help you secure funding from angel investors, friends and family, and venture capital firms.

For tech companies outside the United States, we can:

• Serve as your U.S.-based attorney for your deals with customers in all 50 U.S. states.
• Form your U.S. subsidiary and handle visa and immigration matters for your U.S. employees.
• Ensure your compliance with U.S. tax, advertising, intellectual property, and business laws.

REPRESENTATIVE MATTERS

Most recently, Perkins Thompson attorneys have:

• Restructured the Intellectual Property strategy and legal documents for a distributed multinational software firm, revising its Open-Source Software documentation, its managed service plans, and its commercial SaaS products.
• Guided a DevOps firm through more than thirty B2B negotiations.
• Helped a Turkish startup re-incorporate in the United States.
• Advocated for a Swiss software developer in negotiations with American Fortune 500 customers.
• Advised multiple seed-stage companies in multistate private securities offerings.
• Represented dozens of companies in Maine and nationwide in mergers and acquisitions.

MEETING YOUR LEGAL BUDGET

We work within your budget and offer flat fees where possible.  For trademark work, we offer these flat fees:

For responses to U.S. Patent & Trademark Office Actions and other trademark work, we charge hourly.

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Perkins Thompson’s Tax Practice Group has a wealth of experience in representing its clients on a variety of tax issues.  We regularly assist individuals, businesses, and trusts on a broad spectrum of federal and state tax issues, and pride ourselves on creating cost-effective and practical solutions to complex tax problems.

SERVICES PROVIDED

Offering a full range of tax advice, we advise clients about individual, fiduciary, partnership and corporate income tax, sales and use taxes, local property tax issues, and issues involving specialized Maine state tax programs such as sales and use tax, real estate transfer taxes, petroleum and special fuels taxes, and tobacco taxes. To provide our clients with the best possible tax advice, we work with clients’ accountants and other tax professionals to help our clients achieve their individual tax and business planning goals. We also represent clients in a wide-range of disputes before federal, state, and local tax authorities, including income and estate tax audits appeals before the Internal Revenue Service and Maine Revenue Service, state sales and use tax audits, and other specialized state tax issues pending with the Maine Revenue Service, and local property tax abatement appeals. In collaboration with our Nonprofit Organization Specialty Practice, we provide counsel to charitable organizations regarding obtaining, and maintaining, federal tax exempt status and state property tax exempt status and advise our nonprofit organization clients regarding the tax implications of their day-to-day operations, such as with regards to unrelated business activities, executive compensation issues, and excise taxes. In addition to our extensive tax knowledge and experience, we offer our clients an interdisciplinary approach, frequently working with other practice groups to collaborate efficiently on challenging tax issues, such as mergers and acquisitions, partnerships, and commercial lending.  Our tax attorneys have also been designated expert witnesses in a variety of federal and state cases involving tax matters.

RECENT REPRESENTATIVE MATTERS

Examples of matters we have recently handled include:

• Advised non-profit client with regards to the unrelated business activities implications of its operation activities
• Represented a client with regards to entering into an installment agreement with the IRS for outstanding tax liabilities
• Drafted employment compensation agreement including structuring loan forgiveness plan and deferred compensation
• Advised clients regarding tax aspects of investments in Limited Partnerships and Limited Liability Companies
• Advised non-profit clients on applying for 501(c)(3) tax-exempt status as a public charity, private foundation or private operating foundation

Our Trust and Estate Practice Group assists clients as they confront the familial and tax related issues in planning for the management and disposition of property and businesses in the event of disability or death. We also assist personal representatives and trustees in handling their legal responsibilities including probate proceedings, trust administration, accountings, and tax matters.

SERVICES PROVIDED

We pride ourselves on providing a wide range of services to our trust and estate clients from planning for a client’s disposition of property to assisting trustees and personal representatives in administering trusts and decedents’ estates.  We put our wealth of experience and perspective to use in order to provide our clients with creative ways to reduce taxes and simplify the administration of assets at death or disability.

Included in our full-range of legal service offerings, we:

• Advise clients and assist them in creating their own unique estate plans in order to meet their unique needs and estate goals
• Draft wills
• Draft wide range of trusts including both testamentary and inter vivos trusts, special needs trusts, intentionally defective grantor trusts, qualified personal residence trusts, qualified terminable interests trusts, charitable remainder unitrusts, and charitable remainder annuity trusts
• Advise clients regarding the ever-changing tax and estate laws, their effects on the client’s current estate plan, and assist clients in revising their current wills and trusts
• Draft and revise powers of attorney and living wills
• Advise on business succession planning and wealth preservation
• Assist with formation of family partnerships and family LLCs and draft the related documents
• Assist clients with succession planning for family owned real estate
• Advise on elder law and Medicaid planning
• Represent corporate and individual personal representatives in estate administration and the probate process
• Represent both corporate and individual trustees in administering trust estates
• Advise on guardianship and conservatorship issues

In addition to these services, attorneys in our practice group represent clients in estate and trust litigation, including probate proceedings, will contests, cases involving will and trust construction and interpretation, and claims against estates and trusts. We regularly advise professional trustees, banks, and trust companies on issues involving estate and trust administration. We also serve as expert witnesses in issues involving trusts and estate practice.

RECENT REPRESENTATIVE MATTERS

• Represented client in probate action to reform an irrevocable testamentary trust to allow retention of sub-trust for disabled beneficiary and to approve a disclaimer that was otherwise time-barred.
• Represented client in developing business succession plan involving an operating business located on significant coastal real estate.
• Represented client in a partition action to settle real estate claims among sibling tenants in common
• Advised client on donation of conservation easement and related endowed trust.

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