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The following are representative clients and descriptions of transactions
undertaken on behalf of clients in the information technology, healthcare
and biotechnology, financial services, and services and manufacturing
sectors.
Information
Technology
- Represent
leading online information technology outsourcing and procurement
firm and advised on contracting issues, including eservices agreements,
web hosting and development agreements, software licensing agreements
and various strategic partnership arrangements, including the
creation of implementation partner programs and reseller programs.
- Represent
online corporate travel services firm and advised on formation
and organization, financing transactions, software development
and web hosting agreements, co-marketing and other strategic partnership
issues.
- Represent
numerous web-design and hosting firms and advised on formation
and organization, web development and hosting agreements, software
licensing agreements and strategic partnership agreements.
- Represent
leading online advertising services firm and advised on general
corporate legal issues, including advertising services agreements,
strategic partnership agreements, employment and real estate issues.
- Represent
internet-enabled place-based advertising firm and advised on formation
and organization, equity financing, software development and licensing,
and consulting services agreements.
- Represent
internet search agent firm and advised on formation and organization
and venture capital fund raising strategies, including business
plan review, and structuring of equity compensation plans.
- Represent
network-based training software development firm for the financial
services industry and advised on general corporate matters, including
formation and organization, software development and licensing,
joint ventures and strategic partnerships.
- Represent
online reverse logistics firm and advised on general corporate
matters, software development and licensing, equity and strategic
partnership financing strategies, internet contracting and technology
licensing.
- Represent
medical publishing software development firm and advised on general
corporate matters, technology development and licensing, debt
and equity financing and acquisition strategies.
- Represent
CAD-CAM-based facilities management software development and implementation
firm and advised on general corporate matters, including formation
and organization, software development and licensing, strategic
partnerships and joint ventures, employment, intellectual property
and real estate.
- Represent
online energy products distribution firm and advised on general
corporate matters, including formation and organization, equity
financing, employment and equity compensation and intellectual
property.
- Represent
internet ad-blocking software development firm and advised on
general corporate matters, including formation and organization,
software development and technology licensing, internet contracting
and privacy issues, intellectual property, employment and equity
compensation.
- Regularly
advise founders of startup technology firms on negotiation of
employment agreements, executive compensation, securities law,
and tax law.
- Regularly
advise corporate executives on negotiation of executive employment
agreements, equity compensation, and equity compensation plans
with public and privately-held technology firms.
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Healthcare
and Biotechnology
- Represent
numerous healthcare systems, hospitals, hospital-related entities,
hospital-physician joint ventures, physician practice groups,
physician organizations, nursing home providers, medical research
foundations, medical equipment and medical device companies and
other healthcare-related entities. Advised on transactional, regulatory
and reimbursement issues, including physician practice acquisitions
and primary care network development, physician contracting and
medical staff issues, Medicare, Medicaid and third party reimbursement,
joint ventures and fraud and abuse, licensure and certification,
and mergers, acquisitions, affiliations and reorganizations.
- From
March 1995 through March 1999, represented a major regional healthcare
system as special acquisition counsel in connection with the development
of the system's primary care network and integrated healthcare
delivery system. Was responsible for structuring and negotiating
over sixty (60) acquisitions of medical practice and other healthcare-related
entities. Transactions ranged from stock and asset acquisitions
to acquisitions based on shared equity models to acquisitions
by MSOs.
- From
May 1993 through November 1994, served as general counsel to St.
Agnes Medical Center, a 254 bed acute-care hospital located in
Philadelphia, Pennsylvania. In addition to routine general counsel
matters, advised and negotiated the acquisition of primary care
physician practices in connection with the creation of the hospital's
primary care network and assumed responsibility for all hospital-physician
contracting, managed care contracting, real estate and construction
matters, and joint venture and affiliation agreements. Also served
as special counsel to St. Mary's Hospital in Langhorne, Pennsylvania,
and St. Francis Hospital, Trenton, New Jersey on behalf of Franciscan
Health System, their parent organization. As special counsel,
advised these hospitals on legal issues related to physician contracting
and primary care network development.
- Co-founded
and represent reproduction technology research and development
firm and advised on general corporate matters, including formation
and organization, technology licensing, strategic partnerships,
equity financing and acquisition strategies.
- Represent
medical product development company and advised on general corporate
matters, including patent licensing, strategic partnership financing,
joint ventures and mergers and acquisitions.
- Represent
consortium of medical tube manufacturing and distribution firms
and advised on general corporate legal issues, including shareholders'
agreements, employment agreements, technology licensing and acquisition
planning strategies.
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Financial
Services
- Co-founded
and represent online financial services firm and advised on legal
and strategic issues, including the planning and execution of
a growth through acquisition strategy. Structured venture capital
funding transactions and negotiated the acquisition of two major
competitors.
- Co-founded
and represent commercial mortgage finance company and advised
on strategic and legal issues, including formation and organization,
negotiation of multi-million dollar revolving line of credit facilities
and debt and equity financing.
- Represent
numerous investment banking and advisory services firms and advised
on general corporate matters, including formation and organization,
client relationships and debt and equity financing strategies.
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Services
and Manufacturing
- Represent
workplace consulting firm and advised on acquisition by regional
accounting firm subsidiary of a publicly-held professional services
firm.
- Represent
computer component remanufacturing firm and advised on general
corporate legal issues, including the negotiation of national
and international distribution agreements and end-of-life service
contracts with major computer component manufacturing firms.
- Represent
numerous construction and real estate development firms and advised
on general corporate legal issues, including shareholder agreements
and shareholder buyouts.
- Represent
consortium of restaurant and food service organizations and advised
on general corporate matters, including formation and organization,
financing, real estate and employment.
- Represent
numerous consulting firms, including government consulting, security
consulting, family business consulting, computer consulting, government
compliance consulting and human resource consulting, and advised
on general corporate matters, including formation and organization,
employment, contracting, real estate and intellectual property.
- Represent
fastener hardware import-export firm and advised on general corporate
matters, including import/export issues, commercial law, real
estate acquisition and divestiture and related tax-free exchanges.
- Represent
consortium of third party insurance administration firms and advised
on general corporate matters, including formation and organization,
employment and growth through acquisition.
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