Experience
Conducted Privacy Assessment and Advanced Compliance Efforts for Animal Health and Nutrition Clients
Advised multiple clients in the animal health and nutrition space in developing and updating privacy programs to address compliance with the ever-changing regulatory landscape – from state-specific to international cross-border requirements. Conducted reviews and assessments, and drafted and implemented policies and procedures tailored to industry-specific and client needs.
IP, IT Diligence for $135 Million Acquisition of Animal Health Products Manufacturer
Represented a manufacturer and marketer of pet care and nutrition products in its $135 million acquisition of a wholesaler of small-animal wellness brands. Handled diligence on all intellectual property and information technology aspects of the transaction.
$35 Million Recapitalization with Private Equity Sponsor Funding
Advised client on a recapitalization of a revenue cycle management company with funds from a private equity sponsor. The funds came in as equity, senior debt and subordinated debt with portions paid at closing as well as through a possible earn-out. The transaction required a simultaneous buyout of an affiliated joint venture and the execution of complicated software licensing and development agreements between the affiliate and the target company, which was to be controlled by the private equity sponsor post-closing.
Acquisition of Online Apparel Ecommerce Business, Related IP Assets
Represented an investment firm client in the acquisition at auction of an online specialty retailer’s ecommerce business and related intellectual property assets, including trademarks and domain names, as well as merchandise and other assets. Transaction included negotiating asset purchase agreement, participating in bankruptcy negotiations, review of IP contracts, negotiating of loan document, conducting diligence of IP, as well as transition agreement for continued operation of ecommerce websites and onboarding of IP portfolio.
Software License, SaaS Agreements for State-of-the-Art Technology for Banking Clients
Negotiated software license and SaaS agreements for multiple banking clients to obtain rights to license, access and use state-of-the-art financial services technology for each bank’s internal businesses and their customers, including electronic billing and payment, processing services, online banking, mobile banking, ACH, card application solutions, enterprise payments, and financial performance and risk management.
Software License, Subscription Agreements for Financial Services Company Offering Custom Client Access
Negotiated software license and subscription agreements for a financial services company which provided the client access to and use of specialized trust administration and wealth management applications, the integration of financial information from external accounting platforms, and the creation of customized client portals for end user online access to designated data and reports.
Secondment for Fortune 250 Financial Data Services Technology Leader
Multi-year secondment to a Fortune 250 company in the financial data services industry. Worked several days per week onsite supporting several of the client’s global operations and technology business groups. Drafted and negotiated enterprise, worldwide software license agreements, SaaS agreements and consulting agreements to enable growth of client’s technology operations and global customer support, and new products and services offerings. Originally a three-month secondment, the client extended the assignment to a multi-year engagement.
Counsel to Worldwide Leader in the Payments Technology Industry
Counseled worldwide leader in the payments technology industry across a variety of practice areas in connection with technology development and licensing, and payment processing service offerings.
$35 Million Proprietary Software Purchase for Gaming Software Client
Represented a leading international provider of gaming software in the purchase of proprietary software valued at $35 million, including the negotiation of complex non-compete clauses and source code escrow.
Software Audit Representation for Global Clients
Represented worldwide manufacturers, health care providers and services providers in multi-location, enterprise-wide software audits opposite major multinational technology corporations.
Asset Sale for Software Developer
Represented a software development company in its sale of assets to a national health care services company in the provider health care and risk management solutions market.
License Agreements for Baby Products Manufacturer
Negotiated license agreements for manufacturer of baby bottles/teething toys, including rights to names, likenesses, trademarks, copyrights, images and other proprietary intellectual property.
Negotiated Full Product, Services Solution for Health Care Provider
Represented an independent, regional, nonprofit health care provider in the negotiation of a full product and services solution for its enterprise. This included licenses for term and perpetual software products, subscription software, cloud-based software and services, shared computing services, platform products, third party software, hardware and separate implementation.
Negotiated Software Licenses, and SaaS, and Professional Services Agreements for Fortune 500 Client
Negotiated agreements for a three-phase global financial and manufacturing operating system replacement, including enterprise licenses with customized software, consulting services and hosted services for a Fortune 500 manufacturer and designer of engineered components.
Negotiated Master Agreement for Major Manufacturer
Created and negotiated a Fortune 500 technology company’s Master Agreement for enterprise-wide software, support and hosted services covering automation and workflow systems, managed IT services and online gateway for payment processing, funding, treasury management and receivables among corporations, banks and trading partners.
Negotiation of Global Trade Finance Services Agreement for Global Commercial Corporation
Negotiated Global Trade Finance Services Agreement, including a Master Services Agreement, SaaS agreement and a support and maintenance agreement, for a global commercial lending, leasing and financial services corporation.
Negotiation of Agreements for National Tax Credit Investor
Represented a national tax credit investor in the negotiation of development, license, support and purchase agreements, which enabled the client to participate with the developer in creating a customized, proprietary software solution uniquely structured as a license with reversion to a full ownership right, including escrowed code, support and development training.
Negotiation of International Merchandise Licenses Opposite Major Names in Sports and Entertainment
Represented licensees and licensors of proprietary intellectual property for use in the manufacture of various products. Negotiated international merchandise licenses opposite major professional sporting leagues, players’ unions, film and television studios, animation studios, gaming companies, athletes and recording artists.
Negotiation of Promotional, Sponsorship Agreements for Co-branded Products
Represented international brands in the consumer products and entertainment industries, as well as not-for-profits, in negotiating promotional and sponsorship agreements for co-branded products at large-scale venues and events around the world. Adverse parties have included international performing artists and some of the world’s largest food and beverage brands.
Representation of Authors, Publishers in Publishing and Licensing Agreements
Represented up-and-coming authors, including a major U.S. comic book publisher, in the negotiation of publishing and license agreements.
