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Kas DeCarvalho

Kas DeCarvalho

Trusted Business Counsel - New England and Beyond
  • Business Law, Employment Law, Intellectual Property...
  • Rhode Island
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Summary

Kas R. DeCarvalho is a Partner with Pannone Lopes Devereaux & O'Gara LLC and a member of the firm's Corporate & Business Team. He has more than 15 years of experience as a corporate attorney and business leader. His practice focuses on corporate and transactional law, financing and mergers and acquisitions, commercial real estate, intellectual property, international transactions, business ethics and compliance, arts and entertainment law and education law. His clients include individuals, and for-profit and nonprofit organizations. Attorney DeCarvalho is a co-founder of Original Innovative Concepts LLC, a product development and licensing venture, and Rhode Island Martial Arts, Inc.Mr. DeCarvalho is an active community volunteer and has served on the boards of multiple nonprofit and business development organizations, including the Quonset Development Corporation, the Providence Economic Development Partnership, Thurgood Marshall Law Society, United Way of Rhode Island, the Greater Providence YMCA, Providence Athenaeum, the Providence Public Library, Community Works RI, Engage RI, the International Institute and Progresso Latino. He is also a member of the Rhode Island Commission on Judicial Tenure and Discipline, the Rhode Island Commodores and is a graduate of Leadership Rhode Island. Attorney DeCarvalho was a founding board member of the International Charter School, Inc., and is on the Board of Directors of The Metropolitan Career and Technical Center (The MET School).Mr. DeCarvalho earned his J.D. from the University of North Carolina School of Law and his B.A. from the University of North Carolina at Chapel Hill. He has been named in the New England Super Lawyers publication and was twice named to Providence Business News' "40 Under Forty."

Practice Areas
  • Business Law
  • Employment Law
  • Intellectual Property
  • Entertainment & Sports Law
  • International Law
  • Trademarks
  • Education Law
  • Gov & Administrative Law
  • Energy, Oil & Gas Law
  • Arbitration & Mediation
Fees
  • Free Consultation
  • Credit Cards Accepted
Jurisdictions Admitted to Practice
Rhode Island
Languages
  • English: Spoken, Written
  • French: Spoken
  • Portuguese: Spoken
  • Spanish: Spoken
Professional Experience
Partner
Pannone Lopes Devereaux & O'Gara LLC
Current
Partner
Fontaine, DeCarvalho & Bell, LLC
Partner
Kaslaw, LLC
Attorney
Reavis & Haskell, LLC
Associate
Hinckley Allen & Snyder LLP
Education
University of North Carolina - Chapel Hill
B.A. | English
Activities: UNC Crew, The Daily Tar Heel, Chi Psi, Pi Alpha Delta
University of North Carolina School of Law
J.D. | Law
Phillips Exeter Academy
Harvard Law School
Executive Training & Management Seminar
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Awards
Top Rated Business & Corporate Attorney
Superlawyers
Rising Stars
Forty Under Forty
Providence Business News
Forty Under Forty
Providence Business News
Professional Associations
Rhode Island Bar Association
Member
Current
Thurgood Marshall Law Society
Treasurer, Past Chair
Current
American Bar Association
Member
Current
Publications
Articles & Publications
"The Best Insurance Policy in Business is a No-Risk Culture"
Rhode Island Small Business Journal
Home-birth Blogging Battle Leads to Copyright Suit - "Fair Use"
Rhode Island Lawyers' Weekly
Sustainability Assessments and Action Planning Gains Traction as a Business Value-Driver
RI Small Business Journal
Speaking Engagements
"Averting a Busines Crisis", Bryant University
XPX New England
When “that will never happen to me” happens to you, an immediate, integrated, transparent and strategic response is essential. Companies can be caught flat-footed by a serious challenge to reputation that tarnishes the company brand and impacts the enterprise value – from vehicle accidents to employee mistakes or misconduct, or product issues – any of which can spread across the internet in an instant. Addressing--or better, avoiding--the adverse publicity is the topic of conversation with several experienced professionals who have dealt with these issues first hand.
Certifications
RI Bar Certified
Rhode Island Bar Association
American Bar Association
American Bar Association
Websites & Blogs
Website
Website
Legal Answers
13 Questions Answered

Q. What is a Social Enterprise Characterized under, an LLC or Non-Profit Status?
A: The answer partially depends on what you're trying to accomplish: If the proposed purpose is solely benefit-related, without the desire or need to assign profits or owners/shareholders/members, then you're probably in (traditional) non-profit corporation territory. Alternately, you may be referring to any one of several, relatively new types of for-profit vehicles with an attached social benefit purpose or leaning...in which case your options depend partially on the State law where you proposed to form the entity, but may include options fitting into either the corporation or the LLC structure types, such as Social Benefit Corporations (B-Corps) or Low-Profit Limited Liability Companies (L3C). Short answer: "You have options."
Q. I have moved from one my apartment bldg into a smaller one that's was cheaper, same landlord. Since we asked for the 200
A: Well...if you don't have a written agreement, then what you technically have is a month-to-month lease...and what the rent is supposed to be is admittedly a bit of a mystery, but at worst, it's the rent from your old/other apartment. Typically that would be decided by the history of what you had been doing before...but since you actually moved to a smaller apartment, it seems reasonable to argue that you would pay a reasonable amount less. But assuming that you and the Landlord agreed that you could pay $200 less for the new (smaller) apartment...then you should send that to the landlord every month, whether they come to pick it up or not--that's the most defensible way to make sure that you are best protected by the legal rights that Tenants have under the Statutes. However, if you have no idea how to otherwise deliver the rent, keep that money in the bank and don't spend it--if and/or when the Landlord comes to collect, you can then pay however many months' rent at the agreed-upon (lower) price. I would caution you not to think, "Yay! Free apartment!!" because a) nothing is free, and b) you could inadvertently set yourself up to be sued for back rent--and rightly so! The landlord "not picking up the rent" is not a legally viable reason for you to suggest that they're not entitled to it anyway--it's *their* property, right? But if the landlord showed up in 6 months and said, "I would like the rent," and you said, "no problem, we wondered when you'd show up" (and proceeded to write a valid check for the entire amount)...well, I'd have to tell that Landlord they were very lucky indeed, and should keep you as tenants! One downside...without a written lease, you are almost certainly in a month-to-month verbal agreement...so the landlord can't just kick your out on the street, but they're only required to give you 30 days' notice before evicting you...even if you DO pay all of the rent.
Q. My lease ended in Rhode Island however the landlord is selling the house and now I'm month to month until they decide.
A: The shortest, best answer is..."it depends on the terms of the Lease Agreement." But based on your question, I suggest that the answer is, "probably not." Let me clarify a few points, though: First, as you know, many State statutes permit landlords to charge both a "Security Deposit" and request that the last month's rent be paid in advance...and the rules for each of those tend to differ. Typically, Lease Agreements don't permit the Security Deposit to be used as a payment for the last month of the Lease term...because the purpose of the Security Deposit is to reimburse the Landlord for any damages (usually qualified as "normal damages" or "damages in the ordinary course" or "reasonable wear and tear excepted") to the property by the Tenant, after the Tenant vacates. So...the Tenant leaves, the Landlord checks out the apartment, reduces the Security Deposit by any amount required to reasonably pay for damages...and returns the balance to the ex-Tenant. In contrast, a "Last Month's Rent" is exactly what it sounds like: Payment for the last month of the term. What's unclear about your question is this: It's not possible for you to use the "Last Months' Rent" from the Lease Agreement to actually pay for the last month of the Term AND pay for the first month of the month-to-month term--That's would be one months' rent in exchange for two months' of occupying the apartment. Or perhaps the Landlord didn't actually apply the Last Month's Rent from the old Lease Agreement...in which case it should be returned to you in full, and yes, you can certainly use it to pay for the first post-Lease month of rent...or you can buy a years' supply of crayons, whatever...it's *your* money!
Q. Can a business deliver free alcohol as a gift with the ordered product to customers?
A: I strongly recommend that you contact the Commonwealth's Alcoholic Beverages Control Commission, which will almost certainly have a position on this. As a practical matter, Massachusetts law prohibits any unlicensed sale, storage, transportation, importing, exporting, and manufacturing with the intent to sell (among other things). I understand your question: "What if I'm not actually selling the alcohol?" But leaving aside the potential liability issues that I lump collectively into the general category of, "This Is Not a Good Idea," I'll also note that the Statutes also state that the delivery of alcoholic beverages in or from any place that is not a private dwelling house is presumed to be a sale, which may also trip you up. Short version--you're in dangerous territory here.
Q. I've read people should start an entity for asset protection, but do those entities need to generate revenue? if so how?
A: I need to break this down a bit: Yes, it's a good idea to "start an entity for asset protection," but what people typically mean by that is that they wish to protect their personal assets from any liability related to their business venture. Therefore, they form an appropriate entity for the business venture, and assuming they follow the proper rules and protocols, the liability shield afforded to their personal assets is indeed effective. However, your question leaves me a bit unclear about the context in which you need "asset protection," (the begged question/missing variable is, "protection from what?") For example, if there's no business involved, a better vehicle might be to place the assets presumably needing protection into a Trust. So, while I don't think this is the question you're trying to get answered: No, your entity is not required to generate revenue in order to be effective as a liability shield. However, the IRS' general rule is that if your business doesn't show a profit in at least 3 of the past 5 years, it's classified as a "hobby," rather than "business." How the IRS/tax regulations intersect with the State's incorporation/organization scheme is an *extremely* good question...and getting into far deeper waters than I'm prepared to address in this forum.
Q. Is the actual punctuation mark semicolon trademarked by this company?
A: I'm not representing that this is a formal Trademark search, but I was curious enough about your question to look into it. First, there's no particular reason barring the trademarking of a symbol (unless it falls into one of the other disqualifying rationales such as hate speech/offensive, or the "Merely Descriptive"-based objection). Insofar as a colon is indeed just a symbol--sure, why not? I looked it up, and Behold!: A New York-based jewelry company indeed owns Registered TM #2437597, described as "two not concentric circles...that are wholly or partially shaded," or--a colon. An even more interesting question is whether the mere existence of a colon *anywhere* in a jewelry company's name (say, on Etsy) would rise to the level of being "confusingly similar" to the public as to be deemed "infringing" by the USPTO. I'd have to consider each individual circumstance independently, but I have very serious doubts that the existing registration acts as a blanket prohibition on all use of colons on the jewelry industry.
Q. Converting from LLC to Inc. with 1 share of stock. Okay to simply put "No restrictions" under Articles IV and V? Thanks!
A: If I can assume that by, "with one share of stock" you're also suggesting that you're the Sole Shareholder of the (current) corporation, and will be the sole Member of the (new/prospective) LLC...then yes. You are the only party with relevant authority over what restrictions you put on the shares of either the old or the new entity, and if you determine that "no restrictions" is in your best interests, you can move forward accordingly. As a practical matter, I'd consider authorizing more Membership Shares in the new LLC: You may not need them now, but it will save you the trouble later if you're ever considering bringing on a partner.
Q. I live in MA but want to start an LLC in Delaware. What would I pay for taxes / fees to do business in MA and / or RI?
A: Living in one State but forming an LLC in another State isn't the appropriate question to be asking...the right questions have more to do with whether your business has enough of a "nexus" of activity in the non-organizing State to require qualification in the non-organizing State. In plain English, if form the LLC in Delaware, but you have significant business activity in the Commonwealth and/or Rhode Island (by way of example, meetings with clients, physical/storefront/retail presence, amount of revenue derived within the State, whether you have employees), then you may be legally required to qualify your Delaware LLC to do business in Mass. and/or R.I. If that's the case, then at minimum, you'll need to keep current with your Annual Report filings in Mass. and/or RI, and the relevant Foreign Jurisdiction (yes, including your State of residency--still a "foreign" jurisdiction with respect to your Delaware LLC) will require you to pay taxes on income derived within that jurisdiction. Ultimately, this is a very good question to ask your CPA.
Q. I'd like to start a business, but the name I want to use is being used by another company in a different state.
A: Typically, if the name you want to use hasn't already been used in your State, then the State--or in this case, the Commonwealth--won't object to you using that name for your business' formal name (or for fictitious business name). You'll also probably find that you're able to successfully file for a State Trademark. The problem with doing this is that if the other, out-of-State entity already using that name is offering the same or similar products and services you that you offer or intend to offer, that other company may well have a valid Trademark infringement claim against you. That's a risk you may choose to take, but I'd consider the massive headaches potentially involved--not only of potentially having to pay damages to the infringed-upon party, but also of having to subsequently rebrand and re-market your company from scratch.
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Pannone Lopes Devereaux & O'Gara LLC (RI)
1301 Atwood Avenue, Ste. 215 N
Johnston, RI 02919
USA
Toll-Free: (866) 353-3310
Telephone: (401) 824-5100
Fax: (401) 824-5123
Pannone Lopes Devereaux & O'Gara (MA)
75 Arlington Street, Ste. 500
Boston, MA 02116
USA
Toll-Free: (866) 353-3310
Telephone: (401) 824-5100
Fax: (401) 824-5123
Pannone Lopes Devereaux & O'Gara (Fla)
925 South Federal Highway, Ste. 715
Boca Raton, FL 33432
USA
Toll-Free: (866) 353-5020
Telephone: (561) 362-2030
Fax: (866) 353-5020