Technology Practice

Technology is changing the business environment by making entrepreneurs more competitive and productive in addition to improving the quality of products and services. On the other hand, technology introduces a quagmire of challenging and novel legal issues arising both locally and in a global economy context. In the current competitive environment, a good technology does not necessarily guarantee you commercial success. On the other hand, some of the commercial miracles in the technology industry have been achieved with modest, to put it mildly, scientific advances. Undoubtedly, one of the main reasons for this phenomenon is the choice that companies make with regard to legal strategies. The technology market witnessed numerous instances when poor legal planning, ignoring or delaying to address complex issues and lack of professional safeguards made businesses an easy prey for their competition. Furthermore, even an inadvertent regulatory non-compliance could prevent an entry to the marketplace or bring a business to its knees. On the contrary, proactive approach to resolving legal issues, sound legal practices and forward-looking strategies in dealing with partners, investors and competitors act as catalysts in the process of achieving outstanding business goals.

We are not rocket scientists (though we represented them) and we can neither make your technology work nor sell it. But we would like to think of our role as “social engineering” which can create an architecture for your enterprise that would further the process of turning your technology into a business success. As much as a little “bug” can crash an entire network system, a lack of professional attention to details in a technology contract may destroy a good business endeavor regardless of how remarkable were the ideas and inventions behind it. In addition to finding that “devil in the details,” ILC assist you in prioritizing your needs, helps identify potential and current legal issues and options, works with you in implementing your plan and vigorously represent your interests in business transactions. And of course, living to our motto, we “bridge the gaps” between the technology needs and legal requirements as well as those gaps that are caused by differences in legal and social cultures in cross-border transactions.

Our attorney’s experience, international expertise and multi-cultural background contribute substantially to understanding and addressing sophisticated cross-border technology issues. ILC is particularly effective in representing clients in transactions involving commercialization of technologies developed in Central and Eastern Europe and applying Western know-how and business practices in the technological enterprises in the emerging market economies. Our attorneys counseled large and small companies on corporate finance, outsourcing, licensing and development transactions, mergers and acquisitions and direct investments. From raising capital and business planning to protection of intellectual property, ILC attorneys provide the expertise, experience and contacts required to support the development and growth of emerging companies and established businesses entering new markets.

The technology practice experience of ILC attorneys includes the following industries: information security, B2B marketplaces, space industry, telecommunications, software, biotechnology, energy (including oil & gas), entertainment, construction, internet infrastructure, and financial services. While the following should be viewed is a list of the types of transactions in which we have a first-class expertise, it may also serve you as a roadmap of the issues that your technology endeavor may still need to address:

• advising on the structure and formation of business entities, including corporations, partnerships and limited liability companies;
• addressing the issues of harmonizing the shareholders’ or joint venture partners’ objectives and negotiating shareholder agreements, partnership and limited liability company operating agreements;
• advising companies, their governing bodies and shareholders with regard to the company’s internal documentation and shareholder relations, including corporate procedures, voting, notices, minutes and resolutions;
• providing advice with regard to the structuring and formation of strategic alliances and joint ventures;
• accommodating the shareholders’ and partners’ concerns on such challenging issues as corporate governance, shareholder rights, minority shareholders issues, resolution of disputes, confidentiality, non-competition, non-circumvention and exclusive dealing arrangements, termination rights and exit strategies;
• advising on the issues involving financial intermediaries in connection with evaluating and facilitating transactions;
• counseling with regard to consulting and advisory services arrangements with multi-level fees structure and incentives, including warrants and convertible instruments;
• negotiating debt and equity financing agreements and related documentation;
• advising technology clients on mergers and acquisition, including assets and stock purchase agreements and related documentation;
• conducting comprehensive due diligence;
• drafting standard company confidentiality agreements and negotiating “evaluation of opportunity” transactions;
• negotiating technology transfer agreements, including technology assignments, complex cross-border-technology transfers and off-shore software developments and outsourcing;
• negotiating licensing, sublicensing, bundling, distribution and marketing agreements in the context of both domestic and international transactions;
• drafting end user license agreements and addressing privacy policy and information security issues;
• advising clients with regard to R&D agreements;
• assisting clients in the preparation of proposals and presentations to customers, investors and partners;
• assistance in creating and maintaining appropriate internal corporate policies, including drafting employee proprietary information, confidentiality, inventions, and non-competition agreement;
• providing advice in connection with executive employment agreements.

Being practical and responsive to our clients needs, our principal approach is to focus on creative solutions and innovative strategies that resolve business issues while taking advantage of business opportunities. We advise technology clients on the legal structure and corporate transactions with a view on implementing modern business techniques and maintaining flexibility of responding to financial and consumer markets.