Culver City, California, United States
Seasoned transactional attorney with broad experience across multiple industries, including entertainment, technology, healthcare, and manufacturing.
Advise clients on, and draft and negotiate agreements for, domestic and international distribution and licensing of motion pictures and television programs on home video, digital formats (including video-on-demand (VOD), electronic sell-through (EST), pay-per-view (PPV), and subscription video-on-demand (SVOD)) and television, to traditional and new media distribution channels and platforms, including Walmart, Target, Amazon, HULU, Starz, and HBO. Advise clients on all facets of worldwide rights acquisition of feature motion pictures and television content, on an individual and output basis, including draft and negotiate agreements, review and manage chain of title issues and rights clearances, E&O insurance, security agreements and guarantees. Advise clients on operations, copyright/trademark, sales, marketing and litigation matters and issues, including joint ventures with other studios, vendor agreements with all major retailers, promotion agreements, marketing initiatives, and services agreements, including merchandising, market research, and media planning and placement.
Imaging Advantage is the leading provider of evidence-based, end-to-end technology enhanced radiology solutions to hospitals and other health care providers across the country. IA is backed by Goldman Sachs. Acting general counsel and member of the executive team, in charge of all legal matters for the Company, including: -- M&A transactions and complex joint ventures with technology and healthcare companies, hospitals and physician groups -- Commercial contracts, including master services agreements, professional services agreements, consulting agreements, commercial lease and broker agreements, NDAs, vendor and supplier agreements, statements of work, and development and licensing agreements -- Financing -- Corporate governance, including acting as Corporate Secretary, attending Board meetings, creation and maintenance of multiple corporate entities and subsidiaries in over 30 states, corporate minute books, and annual filings -- Regulatory compliance, including HIPAA, Stark, Anti-Kickback, corporate practice of medicine, and Medicare/Medicaid laws and regulations -- HR, including employment and severance agreements, equity incentive plan, employee handbook, manual and policies, and investigations -- Litigation and IP management, including over outside counsel and P&L budget
Lead counsel and part of the management team of a division of Philips, advising the business on: -- Mergers and acquisitions (from diligence to closing, including negotiation and drafting of stock and asset purchase agreements totaling over $200 million) -- Distribution agreements and relationships with over 300 distributors in over 50 countries -- Commercial contracts, including vendor and supplier agreements, material transfer agreements, software and product licensing agreements, manufacturing agreements, OEM/private labeling agreements, statement of work, consulting agreements, non-disclosure agreements, and speaker and spokesperson agreements -- Sales and marketing, including print, email and online advertising, promotions, sweepstakes, contests, retailer agreements, and commission agreements -- Regulatory compliance, including HIPAA, Stark, and FTC and FDA regulations as it relates to development, design, testing, manufacturing, distribution and marketing of professional products and medical devices, product packaging and labeling, 510k applications, and clinical studies and protocols -- Litigation, IP and employment issues
Advised public and private companies on a wide range of legal issues, including stock and asset sales, mergers and acquisition, 1934 and 1933 Securities Acts compliance and filings, and debt financing, including asset-backed, non-recourse, secured, and multiple-tier debt financing. Also represented buyers and sellers in connection with shareholder/joint venture agreements and commercial contracts.
Negotiated and drafted documentation for equity and asset acquisitions (private and public), public and private securities offerings, including 1933 Act registration statements and private placement memoranda; drafted corporate governance documents, including 10-K, 8-K, audit committee charters, code of ethics and business conduct, and proxy statements. Advised public company clients regarding corporate governance matters, including compliance with Sarbanes-Oxley, 1934 Exchange Act, and the Investment Company Act of 1940. Counseled investment bank regarding compliance with securities regulatory rules for hedge fund investments.