183 Vista Oak Drive
Longwood, Florida 32779
I assist clients in protecting, monetizing and financing technology, intellectual property and other assets by creatively and practically structuring corporate, securities and proprietary rights transactions. By applying my unique combination of securities and transactions experience, executive turnaround management success at an electronic medical records company, and the skills gained from hundreds of corporate, technology and investment matters, I guide clients to the rewards of innovation and entrepreneurship.
Preparing securities underwriting agreements and registration statements in connection with primary and follow-on public offerings. Structuring multiple private placements of equity and debt securities. Negotiating secured and mezzanine financing and credit facilities.
Primary Counsel and business advisor to 300 to 400 technology, university, healthcare, and
entertainment entities in documenting and negotiating all types of technology and multimedia
Multimedia content acquisition,
development and distribution
negotiating technology transfer and research and
development agreements and in preparing grant
regarding the cost-effective acquisition of
Electronic Health Records systems and related
meaningful use requirements
Lead Counsel in $100M asset sale of a transportation logistics company to public entity and subsequent joint venture with International Olympics Committee. Negotiated unique earnout provisions yielding significant additional revenue and tax savings to client.
Corporate and Intellectual Property Counsel in patent portfolio acquisition. Also involved in, cross-licensing, joint venture transaction including follow on Series B financing with elite Silicon Valley venture capitalist. Negotiated very favorable valuation for client and dilution protections against subsequent “down round” financings.
Securities counsel to publicly listed broker-dealer in $300 million securitized bond offering. Prepared all transaction and indenture documents and performed as lead closing counsel for a large team of 10 attorneys and investment bankers in a multi-state closing of transaction.
Business advisor and General Counsell to many digital media, medical imaging, simulation training and information systems clients in the development, protection, licensing and commercialization of intellectual property assets.
Directed firm’s Corporate, Technology, Emerging Company, and Venture Capital Practice. Lead
Counsel on 60 acquisitions, mergers, restructurings, private equity, securities and technology
transactions involving publicly listed and privately held entities.
Representative matters included:
Represented the University of Florida in a joint venture with Proctor & Gamble in the development of a unique skin cancer treatment medication. Identified a complex tax problem arising from proposed licensing plan that was adverse to the client and caused a restructuring of the transaction to include terms more favorable to the University
Represented nuclear pharmaceutical company in a complex three party merger transaction. Lead intellectual property counsel regarding patent and trademark licensing issues. Managed all Blue Sky securities issues in follow on offering of securities in surviving merged entity.
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