Kas DeCarvalho

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."

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Rhode Island

Partner

Pannone Lopes Devereaux & O'Gara LLC

Current

Partner

Fontaine, DeCarvalho & Bell, LLC

2013

Partner

Kaslaw, LLC

2010

Attorney

Reavis & Haskell, LLC

2005

Associate

Hinckley Allen & Snyder LLP

2002

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

2017 - 2017

Top Rated Business & Corporate Attorney

Superlawyers

2010

Rising Stars

Forty Under Forty

Providence Business News

2007

Forty Under Forty

Providence Business News

2006

Rhode Island Bar Association

Member

Current

Thurgood Marshall Law Society

Treasurer, Past Chair

Current

American Bar Association

Member

Current

"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

"Averting a Busines Crisis", Bryant University

March 29, 2017

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.

RI Bar Certified

Rhode Island Bar Association

American Bar Association

American Bar Association

Q. Can I be removed from a Mass LLC without consent?

February 11, 2020

A: Short answer: No, probably not.

You're response: "But my partner did--now what?!"

...and that's a longer answer.

So, unless your LLC's Operating Agreement provides for some mechanism for a single 50% Member to remover the other (which is possible, but highly unlikely), then what your partner has done is technically a breach of the statutory rules and contractual agreement that define the LLC...and you probably have a valid legal claim against them. At least in theory, the purpose of that claim would essentially be to invalidate any action that your partner took without due and proper authority.

A better question is, "...and then what?" You and your partner do have a problem--when two 50/50 Members of an LLC (or a corporation, for that matter) can't agree on how to move forward, that's referred to as a deadlock...and ultimately, either the Members come to some agreement, or no action takes place...or either Member has the authority to appeal to the Courts for review and (potentially) a judicial dissolution of the entity.

This now opens a whole can of discussion worms that is bigger than this forum merits...but my (informal) advice would be to seek counsel ASAP, because of the significant potential exposure you may be facing while your (ex?)-partner goes forward with operating and making decisions unilaterally for the company. ... Read More

Q. What is a Social Enterprise Characterized under, an LLC or Non-Profit Status?

November 29, 2018

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." ... Read More

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

August 3, 2017

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. ... Read More