Experience
Competition Law Issues Related to Acquisition
Advising a major industrial conglomerate in relation to the competition law issues in relation to its acquisition of technology and its licensing strategy.
$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.
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.
$32 Million Merger Acquisition of Health Care Tech and Services Provider
Represented health care company in $32 million merger acquisition of health care technology and services provider, following the client’s prior convertible debt investment in the target company.
Acted for Leading Computer Games Software Companies in Protection, Enforcement of Brands
Advised on and registered trade marks related to one of the best-selling video game franchises of all time, including numerous sub-series and spin-off games, media titles and game characters, as well as enforcing such rights through EU customs applications to secure the destruction of numerous shipments of infringing goods – both straight counterfeits and unauthorized third party products.
Advised Clients on Computer-implemented Inventions
Assisted multiple clients in obtaining patents for computer-implemented inventions, which have traditionally posed difficulties in prosecution before the European Patent Office.
Advised Menswear Retailer in SMS Program Launch, Compliance
Advised a major American menswear retailer in launch a transactional SMS program allowing them to communicate via text message with customers who have opted-in. Armstrong Teasdale navigated a strict regulatory environment by identifying regulatory requirements for SMS programs, evaluating internal business processes to streamline compliance, and drafting the requisite consent language. The program required significant cross-collaboration to meet the expected deadlines.
Created Governance Documents for National Institute of Corrections
Drafted governance documents and intergovernmental agreements relating to criminal justice information sharing among local justice and community health stakeholders adopted by the National Institute of Corrections in its revision of the Guidelines for Developing a Criminal Justice Coordinating Committee.
Advised on Equity Fundraising for Samarkand Group Plc
Advised AQSE-quoted Samarkand Group Plc, a cross-border e-commerce technology, services and consumer brand group, on a new fundraising by way of an open offer of new ordinary shares. Samarkand is listed on the APEX segment of the Aquis Stock Exchange Growth Market. The fundraising was successful, with the new ordinary shares admitted to trading on 26 September 2022.
Joan Yu (Partner and head of U.K. Capital Markets) led the transaction, assisted by Solicitor Cameron Sutton (qualified in Western Australia) and Trainee Solicitor Sebastian Clark.
Multimillion-Dollar Recovery for Startup Software Developer in Arbitration
Obtained multimillion-dollar recovery plus attorneys’ fees and costs for startup software developer in AAA arbitration against reseller for breaching the parties’ licensing agreement.
Defense of Buyer in Earn-Out Dispute
Defended buyer in earn-out dispute under a stock purchase agreement to acquire a technology company.
Emergency TRO Motion for Lender
Defended a secured lender’s emergency motion for temporary restraining order to freeze assets of a computer software company.
Secured Dismissal in Infringement Action for Insurance Client
Secured dismissal of breach of software license and copyright infringement action brought against insurance industry client.
Technology Licensing Dispute
Represented a mobile software company in a software licensing dispute. Secured a complete victory for the company at arbitration.
Represented Insight Enterprises in Amdaris Acquisition
Represented Insight Enterprises, a Fortune 500 Solutions Integrator, in its acquisition of software development and digital services specialist Amdaris. The acquisition adds Amdaris’ software development, application support, managed services and consultancy services to Insight’s broad solutions portfolio and IT supply chain capabilities.
Multiple Telecom Acquisitions
Assisted telecommunications company in multiple acquisitions. Company was able to expand its national reach through such acquisitions.
Sale of Cybersecurity Learning Platform
Advised the client, a leading cybersecurity training platform, in its sale to an audit, cybersecurity and information technology training company, which is backed by a private equity firm. The consideration included both cash and rollover equity in the acquiring entity’s parent.
Defense Counsel for Mobile Advertising Platform Developer and Directors in Delaware Chancery Court
Served as defense counsel for a mobile advertising platform developer and its former directors in a Delaware Chancery Court action alleging breach of fiduciary duty and disclosure violations arising out of an M&A transaction.
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.
Bankruptcy Counsel for Fortune 10 Tech Retailer
Represented a Fortune 10 American technology retailer in bankruptcy. Advised and assisted the client on many issues, including rejection, assignment and assumption of executory contracts, intellectual property license and privacy issues.
Represented Medical Technology Company in IPO
Supported a medical technology company in completing its Initial Public Offering and trading on the Nasdaq.
Advised on Admission to Trading, £17 Million Fundraising
Advised Samarkand Group PLC, a cross-border e-commerce technology and retail group, on the admission of its ordinary shares to trading on the APEX segment of the Aquis Stock Exchange Growth Market in the U.K. The significantly oversubscribed fundraising was scaled up from its original £10 million target to accommodate demand from institutional and qualified investors. The final amount raised was £17 million (before expenses) at an issue price of 115 pence per share. The net proceeds will be used primarily for the expansion of Samarkand’s business development activities and to progress the Nomad platform, its proprietary software platform.
Beat Force Majeure Claims and Secured $3 Million in Damages in Pandemic-Driven Dispute
Represented WideOpenWest, a cable TV, internet and phone provider, before a panel of arbitrators on dueling breach of contract claims after WideOpenWest terminated its agreement with ad partner Viamedia in the midst of the COVID-19 pandemic. In the arbitration, Viamedia contended that the pandemic, as a force majeure event, excused its failure to pay WideOpenWest. The panel found Viamedia liable for breach of contract and awarded WideOpenWest nearly $3 million in damages, plus attorneys’ fees and costs.
$7.5 Million Series A Fundraising for Leading U.K Technology Company
Advised a leading U.K.-headquartered health and wellbeing software company in a $7.5 million venture capital-led fundraising.
$200 Million Sale of U.S. Media Company
Advised on the up to $200 million sale of a U.S. privately held media company to a FTSE 250 company.
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.
Patent Portfolio Development Related to Autonomous Vehicles
Led a team of patent attorneys to prepare and file several patent applications for a large client directed to the control, management and diagnostic testing of autonomous vehicles.
Dismissal of $1 Billion Class Action Claim
Successfully defended the operator of a commercial website against a putative class action involving alleged interception of an online customer's personal information, including credit card information, and disclosure of that information to third parties without the customer's consent. The plaintiff argued that this information, which was stored in a browser file before being sent to the website, was not yet a communication to website and that the interception and transmission of that information via JavaScript commands was illegal under the Wiretap Act. The court agreed with the website operator's arguments and dismissed the action. Plaintiff's counsel was seeking over $1 billion in damages, making this a significant victory.
IP Due Diligence for $900 Million Business Acquisition
Handled the IP due diligence for a client that acquired a payments technology company valued at about $900 million.
Inter Partes Review for Multinational Security Company
Handled four different inter partes reviews for multinational company specializing in security and identity solutions.
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