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By Hunter Farrell<\/p>\n
About ten years ago, I went to a meeting at a prominent Los Angeles law firm to negotiate a license agreement.\u00a0 At the meeting, two partners from the firm\u2019s intellectual property group represented the company on the other side of the deal.\u00a0 When I explained to them that I specialize in technology transactions law, they were completely baffled and asked numerous questions about the scope of my practice.<\/p>\n
More recently, during my time networking in the L.A. technology community, I have found that many companies here don\u2019t use technology transactions (“TT”) attorneys.\u00a0 They understand the need to use corporate attorneys for formation, governance, financing and M&A, but they don\u2019t understand what a TT attorney is or the benefits of using one.<\/p>\n
In this post, I want to explain briefly the role of a TT attorney.\u00a0 In my next post, I will discuss why companies should carefully think about using a TT specialist.<\/p>\n
A TT attorney is a specialist in handling commercial transactions that involve the development, acquisition, use and\/or commercial exploitation of technology and intellectual property assets.\u00a0 The TT attorney assists clients in the these transactions by structuring, drafting and negotiating contracts, as well as by providing strategic guidance and advice.<\/p>\n
The following are examples of transactions and matters that a TT specialist typically handles:<\/p>\n
As this list shows, the TT attorney helps the client buy, sell, license or develop the technology-based products or services necessary for the client to operate its day-to-day business.<\/p>\n
In my opinion, a pure TT practice does not directly handle other matters such as corporate finance, mergers and acquisitions, securities, corporate governance, employee compensation, tax, real estate or litigation.\u00a0\u00a0 So, for example, TT attorneys do not normally manage corporate acquisitions or private equity financings.\u00a0 However, the TT specialist should have sufficient familiarity to collaborate effectively with specialists in those areas as the need arises.\u00a0 As part of a corporate acquisition, for example, the mergers and acquisition team may bring in the TT attorney to assist with the interpretation of licenses previously drafted by the TT attorney or to put in place missing license agreements necessary for the acquisition to move forward.<\/p>\n
Often, TT specialists have worked as a lawyer (or, in some cases, as a non-lawyer) at a technology company.\u00a0 I think this experience is extremely beneficial, as it allows the TT attorney to have a better understanding of the needs and roles of the executive, business development, sales, IT and marketing teams at client companies.\u00a0 Attorneys who have worked as in-house counsel will also have greater insight into the pacing and efficiency that clients expect in technology deals.<\/p>\n
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