Recent Work

Work in the past year has included the following work for clients.  Please click any link below for a fuller description.

Business Process Outsourcing
Advising a pharmaceutical technology firm on structuring a business process outsourcing business and negotiating initial client rollouts of the BPO. 

Business Ventures
Negotiating a multi-party, public-private partnership for wireless cell phone initiatives in social networking for educational testing in the State of North Carolina public school system. Negotiating an advertising joint venture between a consumer publisher and public affairs firm, creating print, web, and conference advertising packages for public affairs clients.  Structuring partnerships and other ventures between media clients and technology partners, including license agreements, business outsourcing, events partnerships, co-marketing agreements, content co-production agreements, hosting agreements, reseller arrangements, technology development agreements, and more. 

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Circulation
Advising on “automatic renewal” or “continuous service” circulation policies, including compliance review of marketing copy and circulation acquisition campaigns.  Advising on credit and debit card transaction practices, including compliance with consumer credit, FTC and state guidelines.

Corporate Governance
Advising nonprofit clients on corporate governance issues, both related to and independent of Sarbanes-Oxley implications for nonprofits, particularly regarding conflicts of interest policies for interested transactions by officers and directors and contractual relationships with service providers, interested parties, financial contributors, and Board members.

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Equity and Employee Ownership/Corporate Structuring
Advising three separate clients on implementing various innovative employee incentive plans, including a 401k plan, stock option plans, phantom equity and profit sharing arrangements for senior executives.  Advising clients and creating structures for tax-free asset transfers into operating companies; separating intellectual property assets out of operating and investment corporate structure; arranging employee ownership in L.L.C.'s involving phantom equity plans, profits interests and non-voting shares; organizing corporate structure to address implications for non-US investors of US-source income and losses through pass-through entities.

Defamation (Libel)
Pre-publication libel review of weekly and monthly circulation online and print publications.  Establishing libel review policies and practices for daily web publishing, including: web logs (blogs), message boards, and reader forums.  Advising print and electronic publishers on specific threats and claims of defamation, for example publishing of Wall Street investment banker compensation, and allegations of privacy invasion for publishing personal information about private and public figure story subjects.

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Finance
Negotiating working capital credit facility collateralizing advertising receivables, including advising on EBITDA negotiations affecting borrowing base and reserves, collections issues and security documents.  Representing multiple private companies in negotiations with venture capital and private equity, including (1) middle market “bridge” round of financing for film industry advertising technology developer, (2) Series A and B round for medical device technology firm and (3) preferred return investments in multi-title innovative consumer publisher to compensate equity partners for venture-like additional equity input.  Advising private clients on securities matters in raising investor equity, including compliance with state investor protection laws and SEC requirements.  Advising technology outsourcing client on business structure to form joint venture with marketing and equity partner for outsourcing business, involving equity swaps, service commitments, and exclusivity.

Licensing and Technology
Negotiating software, patent and trademark license agreements, including master services agreements for concurrent design and consulting services.  Structuring intellectual property license arrangements for shared, exclusive, and nonexclusive, work for hire and other joint venture structures.  Drafting and negotiating a development, manufacturing and license agreement for video display technology, with marketing commitments, royalty sharing, use requirements and restrictions, quality controls, and product warranty deals.  Structure involved a buy-sell commitment between licensing partners and rights of refusal.  Negotiating development agreements for content management systems (CMS), hosting agreements, outsourcing agreements involving business process outsourcing, and technology design services.

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Mergers and Acquisitions
Recent M&A matters: (1) Representing purchaser of media assets of a competitor’s web and print publishing business, including acquisition of intellectual property (brands, domains, copyrights, trademarks), subscription contracts, customer lists, publishing archives, web assets, etc., (2) Representing seller of emergency text alerting software firm, involving stock sale and employment contracts, extensive due diligence and intellectual property transfer, heavy negotiations of working capital adjustment and contingencies and indemnification terms, and (3) Representing purchasers of publishing and new media brands, including marketing research and polling businesses.

Nonprofits
Representing nonprofits in corporate and tax compliance matters, including charitable solicitation registrations, corporate governance issues (director and officer conflicts), IRS 990 tax filings, and Department of Labor 5500 benefit plan filings. 

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Overtime and Exempt Employee Rules
Advising media and non-media clients on scope and impact of Fair Labor Standards, rules on overtime eligibility and exempt employees, particularly with impact for publishing and media industries and uses of consultants, freelancers, staff writers and reporters.

Privacy / Electronic Communications
Drafting and review of privacy policies and practices, including review of email communications and reader acquisition practices.  Advising new media clients on privacy issues arising from user-generated content, impact on license terms and compliance with applicable state laws and federal laws such as Communications Decency Act.  Advising blog host publisher on rights and remedies in connection with anonymous blog postings and libel allegations, including situation involving blog host contributing to his own blog under false name and registration.  Advising publishing businesses on email communication practices, compliance with new federal and state email laws (CAN-SPAM), including practical distinctions between editorial uses and business marketing. Applications for subscribers, non-subscribers, email lists and list vendors. Particularly: contract relations with business partners in joint marketing relationships.

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Rights Issues – Copyright and Fair Use
Advising clients on copyright issues and particularly “fair use” practices, including rights to broadcast video, web content, headlines, content and article excerpts; attribution requirements and rights of publicity (particularly celebrity subjects); and linking requirements (and limitations). Recent focus on sampling issues and website uses involving client video content, in light of developments by Google and other web search engines.

Advising clients on use issues related to open source software licenses, both GNU General Public Licenses (GPL) and Lesser GPL (LGPL).  Drafting trademark and copyright policies.  Drafting and negotiating software license terms, particular negotiation on data: uses and ownership, rights and liabilities.  Drafting and reviewing intellectual property agreements (e.g. assignments of patents) for new employees.  Review and revision of photographer and freelancer agreements, reviewing and revising Author Agreements: (a) bringing into compliance with web and other new media and archival distribution rights and (b) complying with post-Tassini decision copyright landscape on archiving and electronic republishing.

Sweepstakes/Contests
Reviewing sweepstakes and contests, including online NFL football tournament and advertising-sponsored drawings for book publications.

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Teaming Deals, Government Contracts, Contractor and Subcontractor Relations
Drafting and negotiating teaming agreements, RFP responses and SOW proposals for government procurement (particularly U.S. DOD) contracts.  Negotiating owner-contractor and owner-subcontractor contracts with engineering and construction subcontractors for web broadcast facility.

Trademarks
Managing trademark strategy and registration process involving multiple business lines and brands, clients include media companies, brand marketing firms, and technology companies. Structuring corporate reorganizations, asset transfer of media trademarks and related assets, and restricted stock awards, proprietary “invention” agreements and employment arrangements with subcontractors. Negotiating non-litigatory resolution of trademark and other intellectual property rights disputes, including cyber squatting, similarity of “look and feel," misappropriation of trademarks and copyrighted content, and preliminary patent disputes.

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Venue Contracts and Leases
Advising clients on venue contracts for Presidential inaugural ball; Warner Theater (DC) post-inaugural comedy show; Hammerstein Ballroom (NYC) charity boxing event; negotiating commercial leases and subleases for properties in New York and Washington, involving government and commercial lessors.

Video and Electronic Media
Advising electronic business publisher on development and implementation of broadcast studio for video webcasting, negotiating build out and design-build contracts, advising on advertising contracts and talent agreements, releases, privacy and archive rights issues.  Advising blog and other electronic media clients on defamation issues, defending defamation challenges, advising on fair use of copyrighted third-party content, ownership protection of ideas and rights (and limitations on same). Negotiating various license and technology sharing agreements, including outsourcing contracts and content development agreements.

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