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Corporate, Securities and Corporate Finance: experience in diverse domestic and international corporate transactions, including representing issuers and underwriters (and investment bankers) in connection with public and private securities offerings (including IPOs and secondary offerings); representing venture capital and other investment groups or funds, as well as portfolio companies, in private debt and equity financing transactions; representing various participants (buyers, sellers, financing sources) in merger and acquisition and change of control transactions, public and private; counseling as to Securities Exchange Act of 1934 compliance and disclosure; advising regulated companies (including broker/ dealers and investment advisers) as to regulatory and compliance matters; advising clients as to Investment Company Act of 1940 issues; structuring financing arrangements and vehicles (including structuring various investment funds); representing borrowers and lenders in lending transactions (including financing transactions relating to acquisitions); and structuring and documenting joint venture, corporate partnering and similar arrangements.
Intellectual Property, Technology, Electronic Commerce and Communications: extensive experience in a variety of domestic and international intellectual property and information transactions; structuring, negotiating, documenting and unwinding strategic ventures and alliances where intellectual property is the core asset; counseling as to intellectual property commercialization and exploitation strategies; structuring, negotiating and documenting technology acquisition, transfer and commercialization transactions; general representation of various parties in registering, enforcing and licensing intellectual property rights with respect to diverse technologies; performing infringement and similar analyses; advising domestic and international clients on data protection, security and privacy laws and devising compliance strategies; representing various parties in the planning, design and implementation of electronic commerce strategies and arrangements, domestic and international (including those relating to business-to-business exchanges, co-branding, hosting, development, and other similar activities), electronic data interchange arrangements, and electronic trading transactions and activities; representing software developers, as well as distributors and end-users, in structuring, negotiating and documenting computer hardware and software ownership, acquisition, and distribution agreements; representing companies acquiring software and other technology companies; representation of various communications companies and service providers.
ARTICLES / PUBLICATIONS
Treatise
Modern Licensing Law (with R. Nimmer, a treatise covering all aspects of information and intellectual property licensing). For more information concerning this treatise, contact Jeff or visit http://west.thomson.com/product/40276510/product.asp.
Author
"E-Commerce: A Sticky Legal Arena," (December 31, 2001)
"Time and Assent in the Formation of Information Contracts: An Essay on the Mischief of Applying Article 2 Inspired Contract Law to Information Contracts," Houston Law Review (1999)
"Article 2B Offers Jurisprudence for All Forms," National Law Journal (September 21, 1998)
"Rights in Information: Conversion and Misappropriation Causes of Action in Intellectual Property Cases," Houston Law Review (1995)
"Licensing Law Update," Journal of Proprietary Rights (1995)
Co-Author
"Contracting in Cyberspace" (with James Hernandez), SMU Computer Law Journal (Summer 1998)
BRIEFINGS, SEMINARS & SPEECHES
Speaker
"Trends in Licensing: Lessons from Recent Cases," Advanced Intellectual Property Law Seminar Program, Association of Corporate Counsel, Houston Chapter (September 2006)
"Licensing Update," 21st Annual Intellectual Assets and Technology Law Institute (October 2006)
Modern Licensing Law: Recent Cases and Trends and Anatomy of a Complex License, Modern Licensing Law Conference , Minneapolis, San Francisco, Vancouver (Summer 2006)
IP Roundtable--Current IP Issues, Dallas (June 2006)
Trade Secret Licenses, 4th Annual Rocky Mountain Intellectual Property & Technology Institute, Denver (June 2006)
Mergers & Acquisitions Trends and Developments in Public Transactions, SEC Hot Topics Institute (May 2006)
Negotiating and Structuring the Sale of Private Businesses: Non-Tax Considerations, Professional Education Broadcast Network (December 2005)
Licensing Law Update- 2004-2005, 20th Annual Computer and Information Law Institute, Dallas (October 2005)
Fundamentals Of Licensing And Transferring Technology, Professional Education Broadcast Network (June 2005)
Article 2 Revisions Proposed by ALI-NCCUSL What the Revisions Would Mean to Practitioners, Professional Education Broadcast Network (February 2005)
Legal Issues in Effective Crisis Management," College Station (January 2005)
Licensing Law Update- 2003-2004 19th Annual Computer and Information Law Institute, Dallas (2004)
Licensing Law Update- 2002-2003 18th Annual Computer and Information Law Institute, Dallas (2003)
"Attack Web Sites" Fifth Annual Doing Business Online Conference, Seattle (2003)
"Licensing Law Update 2001-2002" and "New Developments Affecting E-Commerce" 17th Annual Computer Information Law Institute, Dallas (2003)
"E-Commerce: Alive and Kicking," Business Section, State Bar of Texas, Houston (2003)
"Attack Web Sites: Offense and Defense," Practicing Law Institute (April 2002)
"Strategies and Structures for Commercializing Internally Developed Technologies," Fourth Annual Doing Business Online Conference, Seattle (2002)
"Overview of Intellectual Property for the Business Lawyer," Houston (2002)
"Licensing Law Update 2001-2002," 16th Annual Computer and Information Law Institute, Dallas (2002)
"New Developments Affecting Doing Business Online," 16th Annual Computer and Information Law Institute, Dallas (2002)
"E-Procurement and E-Contracting in Government Contracts: The Impact of Electronic Contracting Legislation," eGovernment Conference, San Diego (2002)
"The Impact of the PATRIOT Act on Electronic Transactions, Surveillance, and Privacy," Practicing Law Institute, New York and San Francisco (2002)
"Default Rules in Information Transactions and Commentary on UCITA," 39th Annual Institute on Intellectual Property Law, Southwestern Legal Foundation, Dallas (November 2001)
"Electronic Contracting and Intellectual Property and Dissecting Electronic Commerce Websites," Third Annual Conference on Doing Business Online, Seattle (October 2001)
"Licensing Law Update and Selected Current Issues in Intellectual Property and Information Transactions," 15th Annual Computer and Information Law Institute, Dallas (September 2001)
"International Joint Ventures and Transactions," FEI, Austin (2001)
"International Perspectives on Electronic Commerce Legislation," Cyber Law Conference, Fundao Luso-Americana, Lisbon, Portugal (June 2001)
"New Electronic Commerce Legislation: ESIGN, UETA, UCITA and the European E-Signature Directive," various venues (2001)
"Understanding Electronic Contracts Certain Default Rules in Information Transactions," PLI (2001)
"Intellectual Property Law 2001 Course, Copyright Update," State Bar of Texas (2001)
"E-Commerce Models and Legal Developments," various venues (2001 and 2002)
"Building a Cathedral Over the Bazaar: A Preliminary View of Certain Licensing Practices in the Open Source and Free Software Communities," Second Annual National Conference on Doing Business Online (October 2000)
"Licensing Law and UCITA Overview," 14th Annual Computer and Information Law Institute (September 2000)
"Certain Default Rules in UCITA: Common Contractual Principles in Information Transactions," PLI (April and May 2000)
"E-Commerce Models," ARMA Spring Conference (April 2000)
"Problems with Electronic Records: Evidence, Abuse and Privacy," ARMA Spring Conference (April 2000)
"A Preliminary Analysis of Certain Default Rules in the Uniform Information Transactions Act," Georgetown (February 2000)
"New Hazards for the Business Lawyer: Hidden Intellectual Property Claims," Business Law Survival Course, Texas State Bar Continuing Legal Education Seminar (1999)
"Licensing in the Mass Market, Software and Database Licensing: Current Trends and Proposed New Laws," PLI (April and May 1999)
"Article 2B: Commercial Lawyers Invade the Land of Intellectual Property Redux," 11th Annual Computer Law Conference (July 1998; also Federal Bar Association Annual Meeting, October 1998, and American Corporate Counsel Association Annual Meeting, November 1998)
"Article 2B: Commercial Lawyers Invade the Land of Intellectual Property," Intellectual Property Law Institute (1998)
"Responding to Inquiries from Regulatory Authorities," Rice Graduate School of Business, Houston, Texas (1998)
"Licensing Law 1995/1999," 13th, 12th, 11th, 10th, and 9th Annual Computer & Information Law Institutes (1995-1999)
"Contracting in Cyberspace," Cyberspace Law: A US and European Perspective (1997)
"Software Development Agreements and Software License Agreements," Counseling High Tech Clients (1996)
"The Securities and Exchange Commission's 1996 Amendments to the Rules Under Section 16 of the Securities Exchange Act of 1934," Houston Chapter of the American Society of Corporate Secretaries, Houston, Texas (1996)
"Secured Financing for High Technology Companies," Commercial Lending Institute, Southern Methodist University, Dallas, Texas (1996)
"Power Struggles in Privately Held Companies," University of Texas School of Law 18th Annual Securities Regulation and Business Law Problems, Austin, Texas (1996)
"Law in the Information Age: Constructing the Information Highway," 1995 Computer & Telecommunications Law Update, Washington, DC (1995)
"System Integration Contracts," Eighth Annual Computer & Information Technology Law Institute (1994)
"Rights In Information: Conversion as a New Cause of Action In Intellectual Property Cases," 10th Annual Institute on Intellectual Property Law (1994)
"System Development Contracts," Seventh Annual Computer & Information Technology Law Institute (1993)
"Merger and Acquisition Transactions in the United States," Euromoney Institute, Mexico City (1992)
"New Developments in Corporate Compliance" (1992)
"Software Licensing: Comparison of Model Acts v. Model Agreements," American Bar Association Annual Meeting (1992)
"Acquiring Troubled Companies," Advanced Corporate and Securities Law Institute (1991, 1992, 1993)
"Guaranty and Suretyship," 20th Annual Institute on the Uniform Commercial Code (1986)
Teaching
Intellectual Property and Information Law Program, Licensing Law, Teaching: Adjunct Professor of Law, University of Houston Law Center (1999, 2000, 2001)
American Constitutional Law Course, University of Houston, Political Science Department (1994, 1995)
Adjunct Professor of Law, South Texas College of Law, Business Planning (1989 and 1990)
PROFESSIONAL / CIVIC AFFILIATIONS
Member
Houston Bar Association
State Bar of Texas
Electronic Commerce Sub-Committee
Business Law Section
American Bar Association
Section on Business Law
Section on Taxation
Section on Science and Technology
Forum Committee on Franchising
Electronic Commerce Sub-Committee
Board Member - Board of Directors of the University of Houston Law Foundation
Advisory Board Member - Honors College of the University of Houston
Listed - Profiled as one of the leading Corporate and Commercial lawyers in Texas by Chambers USA: America's Leading Lawyers Guide (2007)
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