Architectural Trade Association Transactions for Annual Trade Show
Represented an architectural trade association in a series of transactions concerning its annual trade show, including the buyout of a co-owner, the co-location of its show with another industry trade show, and the ultimate sale of its show to a global trade show owner and operator. These matters required attention to the particular concerns of a 501(c)(6) tax-exempt organization and involved a variety of brand protection issues.
Hotel Negotiation and Documentation of Agreements
Represented a hotel owned by a multinational financial services company in negotiating and documenting the hotel’s acquisition of equipment, computer software, and related services for a “smart” parking garage system. The project required navigating the parent company’s complex procurement process. Particular attention was paid to open source software licensing, vendor personnel screening, and data security compliance because the parking system vendor outsourced certain of its services to overseas subcontractors and because the parking system could interface with the parent company’s computer systems.
For-Profit Medical Journal Lifecycle
Represented a for-profit medical journal over its entire five-year lifecycle. The representation included the initial formation of a joint venture to launch the journal, the withdrawal of a co-founding partner, numerous personnel and operational matters, and the eventual sale of the journal assets to a non-profit academic consortium.
International Non-Profit Organization Intellectual Property Agreements
Represented an international non-profit organization in a regional intellectual property ownership and licensing agreement with another international non-profit. The project required establishing the scope of certain jointly owned rights based on collaborative work in one country and negotiating ground rules for each party to make independent use of that intellectual property and modified versions thereof in other territories.
Women’s Apparel Company Intellectual Property Issues
Represented a women’s apparel company in brand protection, copyright advice, category licensing, its e-commerce fulfillment agreement, and the eventual sale of its intellectual property and other assets. The sale and license transactions were with one of the client’s licensees, which had purchased the client’s debt and was able to use that control as leverage in negotiations. Nonetheless, the Goulston & Storrs team was able to secure licenses back from the purchaser and save the client’s core business.
Owners and Managers of Real Estate in Agreements for Artwork
Represent owners and managers of real estate in agreements to commission, license, or borrow public art, including original sculptures, murals, and other two- and three-dimensional artworks. Recent transactions have involved artworks installed in the Fenway, Seaport, and Back Bay districts of Boston and installations in three different locations on Boston’s Greenway.
Purchasers Software Development, Customization, and Licensing Transactions
Represent a wide range of purchasers in connection with software development, customization, and licensing transactions to support their business operations. Recent transactions have included the acquisition of rights to use cloud-based software and services for purposes such as accounting systems, telecommunication systems, investment management systems, tenant management systems, and web sites and e-commerce. Many of these transactions require particular sensitivity to the protection of personally identifiable information of the client and its customers and the vendor’s compliance with applicable data protection laws.
Trademark and Domain Name Matters
Handled and supervised numerous trademark and domain name matters over the past 20 years, including prosecution of applications to register trademarks in the United States, coordination of international trademark protection efforts, management of clients’ trademark portfolios, negotiation of assignments and licenses of trademarks and domain names, and counseling of clients with regard to trademark and domain name selection, registration, and disputes. Trademark portfolios under management at various times have covered over 1,000 trademarks for hundreds of different clients.
Fair Trade USA Outside General Counsel
We are proud to support our client, Fair Trade USATM , as general counsel, serving a range of legal needs, including protection and licensing of its Fair Trade CertifiedTM certification mark, collaborations and strategic alliances, commercial agreements, acquisitions and dispositions, financings, office leases, governance, and general corporate issues.
Audax Group Acquisition
We represented Audax Group, a leading private equity firm, and its portfolio company AI Fire, LLC, in the sale of the company to Snow Phipps Group, LLC.
Sale of Romanow Container to SupplyOne, Inc.
Represented Romanow Container, a leading independent corrugated and protective packaging supplier, in its sale to SupplyOne, Inc., a portfolio company of Wellspring Capital Management.