Representative Matters

BUSINESS ORGANIZATIONS

Formation of a Joint Venture to Manufacture Electric Vehicles

Our firm represented an engineering firm that specializes in robotics as they formed a Delaware joint venture with a manufacturing company to develop, test, and manufacture the world’s first industrial hybrid snowblowers for airport runways and other similar applications.  Our client was the minority partner but obtained significant voting rights and protections.  The project entailed the formation of the new Delaware corporation, contributions of services and intellectual property by both parties, a detailed Stockholders Agreement, and other related agreements and documentation.  

INTELLECTUAL PROPERTY & TECHNOLOGY

Research Collaboration with University of Georgia

Our firm represented a healthcare-technology start-up company founded by several surgeons in their negotiations with the University of Georgia Research Foundation (UGARF).  Under the agreement, our client collaborated with scientists at UGARF to develop a cutting-edge technology that uses virtual reality devices and software to treat amputees who are suffering from phantom limb pain.  Beyond the research collaboration, we also assisted our client in negotiating a license agreement under which our client would receive the exclusive right to commercial the technology for a period of years.  Our firm collaborated with patent counsel throughout the negotiation process.

Website Conversion for Professional Sports League

One of our partners handled software licenses and development agreements, as well as tech support, hosting, adserv, SaaS, sales, consulting, publishing, and content agreements for the on-line and digital platforms of a major men’s professional sports league, including many of those required when the league elected to bring all of its on-line/digital business assets “in-house” after outsourcing its digital operations to an Atlanta-based media company for many years.

Management of Trademark Portfolio for Evander Holyfield

One of our partners had day to day responsibility for the management of all trademark applications, registrations, renewals, and related infringement disputes for Evander Holyfield and his various commercial product lines.

Protection of the Famous “Five Rings” Olympic Trademark

One of our partners was a member of a committee established by the International Olympic Committee to develop a strategic five-year plan and budget to strengthen protections for all Olympic-related trademarks worldwide, including the famous “Five Rings” Olympic Games logo.
ATTORNEY: Adam G. Mersereau

MEDIA, PRODUCTION & ENTERTAINMENT

Establishment of New Digital Network for National Sport Federation

Our firm represented Global Polo Entertainment, Inc., a wholly owned subsidiary of the United States Polo Association, in connection with its establishment of a new “over-the-top” (OTT) digital media channel for showcasing polo events and related content nationwide via digital media platforms.

International TV & Digital Rights Deals for Pro Sports League

While in-house for the PGA TOUR, one of our partners was the lead attorney for the licensing of PGA TOUR’s international television and digital media rights (including “OTT” distribution) to broadcasters and distributors in over 100 countries worldwide, including British Sky, Sky Deutschland, Premier Media (FOX) Australia, and CCTV (China).

Mergers & Acquisitions

Spin-Out of a Technology Subsidiary from a Delaware Marketing Company

Our firm represented the minority owners of a Delaware marketing company that exchanged their equity in the parent company for a controlling equity interest in a new company subsidiary specializing in Artificial Intelligence integration, resulting in the spin-out of a new and independent technology company. 

Sale of a Controlling Interest

We represented a Washington, D.C. based digital marketing company and the seller’s representative (representing over thirty shareholders) in the sale of a controlling interest to an investment group and existing shareholder, including a loan to the company from the buyer and an additional grant of warrants to the buyer.

Corporate Joint Venture for Pro Sports League

One of our partners participated in a complex corporate joint venture, requiring the formation and merger of multiple entities and including debt financing, that resulted in the creation of EZLinks Golf LLC (Delaware), a digital tee-time aggregation company doing business as “TeeOff.com by PGA TOUR.”  Worked with Skadden, Arps, Slate, Meagher & Flom LLP (New York). The primary opposing party was represented by Reed Smith LLP (Chicago).

Asset Purchase; Formation of New Local Restaurant

Our firm represented the minority interest-holders in a local (Jacksonville Beach, FL) juicery in their purchase of all assets from the company and the subsequent establishment of their own limited liability company to operate their own juicer and restaurant in the Jacksonville Beach/Atlantic Beach area.

NONPROFIT

Establishment of Non-Profit Corporation Focused on Child Protection

Our firm worked on a pro bono basis to assist the Evangelical Council for Abuse prevention, Inc, (ECAP), a 501(c)(3) organization formed for the purpose of establishing child protection standards and practices for religious organizations, to include the drafting of all formation and initial governance documents and the application for tax-exempt status with the IRS.

Purchase of Non-Profit by Major Pro Sports League

Our firm assisted the General Counsel of a major women’s professional sports league in the acquisition of a nationwide, chapter-based, non-profit organization to be used by the sports league to promote women’s participation in amateur sport.

Outside General Counsel Services

General Representation

When a Chicago based, privately held technology and services company with dozens of employees found itself without inside legal services, we stepped in to act as their outside general counsel. For eighteen months, we acted as their corporate secretary, advised on mergers, acquisitions, and strategic partnerships, reviewed and negotiated contracts with customers and vendors, negotiated settlements with delinquent customers, sent cease & desist letters for IP infringement, refreshed their website terms and conditions, registered their trademarks, approved their marketing materials, assisted with employee and executive compensation and termination, participated in audit-related legal matters, assisted in establishing a Canadian subsidiary, and more. When matters arose that required special expertise—such as patent or real estate matters—we used our contacts to help find the right attorneys in other firms. When the client was ready to hire their own in-house counsel, we gave advice to help find the right attorney with the right skills, and we continue to support the company on an as-needed basis.

Private Securities Offerings

$3 Million Series Seed Offering for FinTech Company

We represented a Delaware FinTech company in a $3,000,000 series seed offering, led by a prominent Venture Capital Fund.  The transaction was styled as a Series A round using NVCA documentation in preparation for a subsequently anticipated Series A round.

Sports Law

Strategic Partnership and Re-Structure

Our firm represented the United States Polo Association and its for-profit subsidiary, USPGA Global Licensing, Inc., in the creation of a new strategic approach to the USPA’s three-event, season-ending championship polo series in Palm Beach, which included the renewal and re-negotiation of their contract with the International Polo Club in Palm Beach, the creation of a new “umbrella” brand for the three final events, and other media and event-governance matters.

Historic Sponsorship of Olympic Games by Coca-Cola

One of our partners negotiated of the largest sports sponsorship deals in history: a twelve-year global sponsorship between the International Olympic Committee and The Coca-Cola Company.  Negotiations were conducted with Coca-Cola’s Director of Global Sports Partnerships and in-house counsel.

Historic Sponsorship of Olympic Games by Chinese Tech Company

One of our partners negotiated the first global Olympic Games sponsorship by a Chinese company: Lenovo, a computer hardware company based in Beijing.  Negotiations were conducted in Beijing with Lenovo’s VP of Olympic Marketing and Director of Global Sports Marketing, and Lenovo’s in-house counsel.

Formation of US Olympic Golf Federation

With the Chief Legal Officer of the USGA, one of our partners led a team comprised of representatives from the PGA TOUR, the USGA, the PGA of America, and the LPGA to structure golf’s Olympic Sports Organization: USA GOLF Federation, Inc.  He also co-led efforts to obtain formal recognition by the United States Olympic Committee.  Later, he served as General Counsel and Corporate Secretary of USA GOLF Federation, Inc.

Re-Draft of Constitution for International Sport Federation

One of our partners assisted the International Golf Federation (IGF), based in Switzerland, with the writing of a new Constitution and other updated policies and governance documents.

Multiple Sponsorships of the PGA TOUR

While in-house for the PGA TOUR, one of our partners was the lead attorney in dozens of sponsorships, marketing partnerships, and other strategic partnerships between professional and amateur sporting organizations and companies such as Rolex, Microsoft, Citi Bank, Coca-Cola, General Electric, Anheuser-Busch, USA TODAY, Diageo Americas, Charles Schwab, United Airlines, AFLAC, Avis Rent-A-Car and others.