Telecommunications, Media & Entertainment, and Technology

The Telecommunications, Media & Entertainment, Technology Group ("TMET") at Gould & Ratner converges the practices of the firm’s transaction, real estate, tax, labor, litigation and workout attorneys with the needs of business owners, entrepreneurs and investors in the telecom, media/entertainment and technology space.  Our vast knowledge of and experience with the inner workings of the debt and equity capital markets, and the ability to effectively structure and negotiate transactions, has opened doors for our clients seeking capital infusion, joint venture partners or acquisition opportunities.  Many of our TMET clients retain us as their general counsel, where we provide a 360-degree holistic approach to dealing their business law needs, including:

• Entity Formation.  Advising on the selection of the right type of entity from a tax, growth, financing, management compensation and ultimately exit standpoint.
• Financing.  Negotiating venture capital, senior secured through junior unsecured debt, leveraged buyouts, guarantees, leveraged and unleveraged leases, and private placements.
• Inter-Owner Relations.  Structuring agreements and handling dispute resolution among shareholders, members and partners.
• Employment Law, Human Resources Consulting and Training.  Structuring employment agreements, stock options and other employee incentives, pension and profit sharing agreements, independent contractor agreements, hiring and termination issues, non-competition agreements, union issues, and supervisory and anti-harassment training.
• Structural and Organic Changes.  Negotiating mergers, acquisitions, joint ventures, strategic alliances, and divestitures of businesses.
• Third-Party Agreements.  Structuring contracts with customers, vendors, distributors, sales agents, licensees, and landlords.
• Protection of Valuable Intangible Assets.  Protecting trademarks and trade secrets, licensing of patents and trademarks, and computer software and franchising.
• Dispute Resolution.  Handling litigation, mediation, negotiation and settlement of contested matters.
• Reorganizations.  Negotiating workouts, bankruptcies, and other types of reorganizations (from either a creditor or debtor position).

The following representative transactions provide an overview of our attorneys’ experience working with TMET clients:

Telecommunications

• Roll up of cellular licenses in the southeast worth several hundred million dollars and the ultimate sale to a public company for nearly $865 million on behalf of an investor group and management team.
• Joint venture agreement with a major cellular carrier to buy, build and operate coast-to-coast cellular service with initial capital of close to $500 million on behalf of a PCS entrepreneur.
• Private equity infusion of over $40 million with partial and full redemptions of certain stockholders on behalf of a start-up CLEC in New York.
• Brokered sale of a large wireless system to a publicly traded communications firm on behalf of the wireless company’s owners.
• Negotiation of acquisitions from suppliers of equipment and infrastructure, and financings from governmental and institutional sources on behalf of system owners and entrepreneurs.
• Buyout of a Texas-based division of a public company concentrating in the development of VoIP software on behalf of the company’s management team.
• Recapitalization of a communications tower owner’s operations in 17 states.
• Business acquisition on behalf of a call center equipment manufacturer.
• Defense of a sexual discrimination claim against a cellular provider.
• Acquisitions of U.S. publicly traded companies on behalf of a publicly traded multinational foreign telecom company.
• Equity investment in wireless retail stores in Nevada.

Media & Entertainment

• Midwest real estate acquisitions and private equity and debt financing on behalf of a radio station operator in Chicago.
• Financing and management control of a new media company based in Chicago and New York on behalf of an investor group.
• Acquisitions of golf courses across the country, including management agreements on behalf of a leading golf course owner/developer.
• Acquisition of a minor league professional baseball team in El Paso, Texas on behalf of an investor and management group.
• Acquisition of a major music distributor in a 363 sale on behalf of an investor group.
• Sale of one of the world’s most prestigious golf courses on behalf of a major insurance company.
• Formation of a closed end fund for the production of several plays and events on behalf of two theatre producers, one of whom is a Tony Award winner.
• Acquisition of movie theatres in Connecticut on behalf of a theatre operator.
• Sale of a video production business for cash plus warrants to purchase common stock of the buyer on behalf its owners.
• Advertising agency asset sale to a publicly traded conglomerate on behalf of the agency’s owners.
• Sale of a large outdoor advertising company to a public company.

Technology

• Structure and negotiation of several complex licensing transactions with several major medical device manufacturers on behalf of an inventor of over 150 medical device patents.
• Several rounds of capital raising and the ultimate sale of a robotics software company to a public company.
• Equity infusions from a public company on behalf of a company with patents on several cancer fighting therapies.
• Negotiations with venture capital firms resulting in the issuance of preferred stock and senior subordinated debentures and warrants on behalf of a biotech company.
• Capital investment and subsequent divestiture to a publicly traded technology conglomerate on behalf of a web site development company.
• Negotiation of license, maintenance and escrow agreements with a series of large regional and national banking organizations and other licensees on behalf of a developer of CRM software and a developer of communications software.
• Acquisition, installation and implementation of software solutions, including financial, inventory management, CRM and communications solutions on behalf of several businesses.
• Capital investments in early stage software companies on behalf of an investor group.
• Capital raise on behalf of a residential service software company.
• Workout of a community e-commerce website on behalf of its owners.
• Merger of an electronics company into a subsidiary of a foreign publicly traded entity.