Attorneys in Taft’s Technology practice represent high tech clients on a broad range of issues. In addition to handling the full gamut of corporate/LLC structuring and legal documents necessary to put our clients on a firm footing, we frequently act as quasi general counsel for these companies, providing guidance and counseling on matters that are not strictly legal. This includes having a good sense of what is “market” for employment agreements, equity compensation arrangements and the cost and economic terms for debt and equity financings for our clients. Our goal is to help our clients negotiate through the maze of financing and regulatory hurdles to enable them to grow their companies in a manner designed to optimize their position in the marketplace and to ready themselves through ultimate exit.
We represent high tech clients with funding through venture capital firms, angel networks and broker-dealers with funding. Our attorneys play an active role in the relationship building process between our high tech client and the investor. Taft has extensive expertise in industries such as telecom, software, electronics, biotech, health care and Internet companies.
Virtual Network Operator. This company is the original virtual network operator, providing bandwidth for Internet and Ethernet fulfillment on an agnostic basis to the telecom industry. Its proprietary database includes connectivity to most of the major office buildings in the United States and enables provisioning of telecom circuit quotations on an automated basis in seconds, compared to manual processes that can take up to 180 days through conventional telecommunication companies. This is a successor to a company that was one of the largest high tech IPO’s in the Chicago market in 2000.
Provider of Ethernet Provisioning and Cell Tower Maximization Software. This company has raised three rounds of venture capital through five bulge bracket venture capital firms. It has patented technology for the provisioning of Ethernet connections on a ubiquitous basis, as well as providing a dashboard to cellular phone providers to right size the provisioning of Ethernet to minimize cost and maximize service fulfillment for their cell towers.
Turnkey Cloud Solutions Company. This company provides turnkey “cloud” solutions for enterprise companies through a unique dashboard that permits monitoring of all aspects of a company’s cloud applications on a single screen. Rapid customer procurement as the “preferred” solution from one of the world’s two largest data center companies as well as one of the world’s largest computer sales companies.
Broad Based Wifi Provider. This company is a start-up founded by the former principals at a NASDAQ telecom company. It is solving the problems of lack of consistent cellular coverage to venues with extensive cell phone demand and limited coverage, including sports stadiums and open air venues for concerts.
Treatment Solutions for Hemoglobin Dosing. This company has completed its angel and “A” rounds of venture capital financing (middle market vc firm and vc firm tied to major hospital system), and is bringing to market patent pending technology developed at a major hospital, for the proper dosing of erythropoietic stimulating agents (ESA’s) in the treatment of renal disease. FDA 510(k) approval is expected by January 2014. The value proposition of right sizing ESA dosage is the significant reduction in the cost of renal treatment, as well as superior patient outcomes by regulating hemoglobin levels. Pipeline projects include using this dosing technology to better measure the dosages for chemotherapy patients.
Payment Processing and Text Messaging Company. This company recently completed a seed round of financing with an industry group and is founded by the former president of one of the five largest processing agents for the world’s largest credit card processing clearinghouse. It has unique software designed to improve the payments collection process, with the world’s first fully secure, PCI compliant text based payment system. Its proprietary software enables agnostic acceptance of credit card processing from any modality (Internet, manual, mobile) and ability to deliver detailed reports and data to the end users.
Medical Billing Software Company. This company has developed software-based solutions for the medical industry, enabling the dissemination of data and billing on a fully secure system wide basis as well as sophisticated voice messaging for billing and diagnosis of medical issues. It has widespread adoption with practitioners.
Inductive Coupling Company Delivering Power and Communications to the Retail Shelf Edge. This company has a platform of patented technology for inductive coupling in the retail store environment, as the only provider of uninterrupted, non-battery driven power and communication to the shelf edge. The system drives electronic shelf labels, out of stock sensors, accent lighting and in store video at the shelf edge on an energy efficient basis, without the need for batteries (which present major environmental issues and are inherently limited due to inability to deliver current over extended use). The company has successfully funded convertible debt, A, B, C, D, D-2, D-3 and D-4 preferred equity financings.
Power Conditioning Company. This company has developed products using its patented technology for delivery of superior surge suppression to the hospitality, marine and data center industries. By conditioning the power that comes from the socket to a smooth (“level”) sine wave, it substantially reduces energy consumption and protects expensive electronic equipment from the damage caused by “dirty” power. Products are available both as a plug-in solution in front of the electronic equipment or as a design-in OEM solution.
Biotech/Medical (see also “Software” above)
Cancer Treatment Company Through Technologies Boosting the Immune System and Suppressing Pathway Inhibitors. We assisted the company in preparation of its “C” and “D” round offerings as a prelude to its successful NASDAQ IPO in late 2011. The company has over 75 patents in two principal areas: (i) anti-cancer vaccines for virtually any kind of cancer that excite the body’s immune system by causing a hyper-acute immune response to a vaccine of irradiated live cancer cells coupled with the DNA of mouse cells, effectively triggering the immune system to naturally attack the cancer in the body (currently in Phase III trials on pancreatic and lung cancer and Phase I/II trials on melanoma, prostate and breast cancer); and (ii) small molecule that unmasks idolamine in the body, a natural protector of cancer cells — used in connection with other immunotherapies that are more effective once the idolamine blockers are removed. Also has a subsidiary developing vaccine products to thwart certain major diseases that could be introduced through bioterrorism, with large federal research grants to date. Based in Ames, Iowa.
Products for Treatment of Sickle Cell Disease. This company has developed patent pending technology for the treatment of sickle cell disease through a specially engineered botanical extract. The product is currently being prepared for sale as a nutraceutical, with a master drug file being prepared for submission for full FDA approval of a variant on the drug as a licensed pharmaceutical.
Company for Treatment of Traumatic Brain Injury. The physician founder of this company has patent pending technology for the prevention of brain concussions and other traumatic brain injury (TBI) through the use of a non-invasive collar that restricts blood flow out of the brain, thereby permitting the natural cushioning of the brain protect against injury. Animal studies have been extremely encouraging as to this breakthrough technology. Retail applications for sports teams and certain other applications have been licensed to another company but certain medical applications remain.
Developer of Hydrocolloid Wound Products. This company has developed unique materials for the use of hydrocolloids in the wound care area, in a manner that permits use of bandages with minimal pain or interaction with the wound when the bandage is removed. Other applications are expected for catheters and other treatments.
Distributor and Developer of Web Mesh Products for Hernia Treatment. Distributor and developer of revolutionary web mesh products for use by surgeons in support of tissues in hernia operations.
Developer of Stabilizing Agents for Expanded Shelf Life of Food and Pharmaceutical Products. This company has numerous patents and patent applications in the use of high speed computers developing matrices of GRAS (generally regarded as safe) components for increasing of stability of pharmaceutical and food products. Presently under contract and/or in dialogue with major pharmaceutical firms and food manufacturers for development of unique products to lengthen shelf life and stability of their products.
Developer of Natural Products for Health. Physician-led company formed to develop and bring to market certain physician developed natural products with health characteristics.
Automated Exchange for Used Electronics Equipment. This company is the first automated exchange for the sale of used electronics equipment; the exchange is frequently used primarily by companies seeking a technology refresh to provide them better pricing for their used equipment than selling it to a used equipment dealer. The company has successfully completed two rounds of angel financing and its first round of venture financing.
Leading Seller of Brake Parts over the Internet. This company is probably the largest seller of brake parts over the Internet, in addition to maintaining a robust traditional business (including unique metallurgical formulations for its products).
Internet Driven Seller of Nutritional Supplements, Vitamins and Food Products. This company is a leading seller of nutritional supplements, vitamins and food products over the Internet. This company has unique product formulations for its house brands, in addition to being a seller of third party products. Its founder had previously been the founder of the first Internet retailer IPO following the recession of 2007.
Internet Mass Marketer. This company is one of the world leaders in massive Internet advertising distributions on behalf of clients. It maintains a large base of secure servers, in addition to certain proprietary technology in the Internet marketing area.
Social Media Network for the Wealthy. This company maintains a social network for the wealthy (with minimum net worth requirements for membership) as a platform for sale of goods and services as well as networking among its members.
Internet Couponing Company. This small public company provides coupons over the Internet for local, regional and national promotional programs. It recently completed an S-1 registration of its common stock.
Provider of Dynamic Coupon Programs. This company has developed proprietary software to enable subscribers for a fixed fee to establish Internet coupon programs that can be dynamically changed and tied to geo-fencing.
In addition to seeking venture capital funding, Taft attorneys can provide high tech companies with legal services in the following areas:
- Company formation, including entity selection, capital structure and other start-up matters.
- Raising capital through private placements, angel or venture capital investment, mezzanine and commercial bank financing, and other sources.
- Intellectual property protection and commercialization, including patent, trademark, copyright, trade secret and privacy issues.
- Mergers and acquisitions.
- Initial public offerings.
- Executive compensation, including stock option plans and other incentive compensation arrangements.
- Labor and employment issues, including employment agreements, noncompetition agreements, employee benefit plans, employee handbooks and workplace policy issues.
- Corporate governance matters.
- All aspects of commercial contracting, including licensing, vendor and customer contracts, and strategic partnering agreements.
- Federal, state and local tax matters.
- Regulatory compliance matters, including SEC, HIPAA, OSHA, Sarbanes-Oxley and antitrust.
- Litigation avoidance, defense and prosecution.
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