David M. Olasov

Panini, S.r.L. v. Upper Deck Corporation
Significant application of trademark rights, in competing claims over international marketing of “World Cup” trading cards and stickers

Matter of Satellite Business Systems, Inc.
Leading case on scope of FCC’s authority to balance antitrust concerns and enforcements responsibilities against the “public interest” standard

Safire Steamship Company v. United States Lines
Successful defense of antitrust price fixing claims against members of statutory shipping conference

Matter of Estate of Mark Rothko
Longest trial in history of Surrogates Court and leading case on breaches of trust

Gall v. Exxon Corporation
First and leading application of “business judgment” rule to recognition as binding the determination of a Special Committee on Litigation of Board of Directors to reject prosecution of shareholders’ derivative action

David M. Olasov

• Represented real estate office tower owners in refinancing of properties
• Represented indenture trustees in defaulted bonds secured by casino, riverboat and other hard assets
• Represented holder of contractual rights to exploit World Cup team and player images and information against alleged violation of licensed trademark rights
• Represented NYC real estate partnership in master negotiation of tenants on industry-wide basis
• Represented gaming corporation in acquisition of on line lottery business of competitor
• Represented investor in acquisition of health care imaging business
• Represented garment manufacturer in affiliations of investors
• Represented international concern in defense of claim of contract broker on grounds of failure to cooperate in investigation of possible violations of the Foreign Corrupt Practices Act
• Represented real estate office tower managing partners in defense of claims of allegedly negligent mismanagement by non-managing general partners
• Represented developer of internet-supported order management system in licensing of software
• Represented software developer against claims of theft of proprietary information
• Represented owner of international trademark rights to enjoin alleged
  infringement of former distributor
• Represented commercial post-production company in acquisition of assets of failing competitors
• Represented real estate developer against claims of breach by investor
• Represented independent motion picture director in formation of vehicle to produce feature film and solicitation of investors
• Represented owner of feature film to protect “prequel” and “sequel” rights
• Representation of publicly traded company in connection with derivative claims of alleged illegal waste of assets by formation of Special Committee on Litigation of board of directors and defense of conclusions of Committee

Owen D. Kurtin

Biotechnology & Life Sciences

• Led Implementation of Swiss Principal Structure: Represented public life sciences/pharmaceutical company with multi-billion dollar revenue as lead outside counsel in staged four-year, thirty-five country, supply chain and tax efficiencies-driven Swiss Principal Model restructuring of worldwide governance and operations, including multiple mergers, acquisitions, company formations, issuances of new securities, stock transfers, recapitalizations, consolidations and conversions of domestic and non-U.S. subsidiaries and affiliates; engagement of, supervision of and collaboration with local counsel, accountants and consulting firms in each non-U.S. jurisdiction; development of inter-company and supply chain commercial protocols and agreements to preserve supply chain, tax structuring and compliance with foreign jurisdiction laws and regulations
• Represented public U.S.-based life sciences company in negotiation of multi-year, $390 million agreement with Swiss pharmaceutical conglomerate for exclusive global distribution of multiple pharmaceutical product lines
• Represented public pharmaceutical and life sciences company in several multi-year, $100 million-plus commercial supply, tolling and distribution arrangements to supply several major pharmaceutical companies with FDA-controlled production and research-grade ingredients
• Represented public pharmaceutical and life sciences company in negotiation of vertical supply joint venture with public company horizontal competitor, including antitrust compliance
• Represented public life sciences company in negotiation of multi-year, $150-plus million agreement to supply metal organic compounds to manufacturer in Peoples’ Republic of China, governed by Chinese law
• Represented life sciences company in series of Regulation D and S private placements
• Represented private biotechnology company in reverse merger into public shell

Communications & Media

• Represented leading U.S. cable television provider in multi-billion dollar sale of regional cable network assets and roll-out of VoIP service
• Represented private equity consortium in leveraged acquisition of group of radio stations, including debt and equity financings, marketing and administration arrangements and assignment of FCC broadcast licenses
• Represented European wireless carrier in acquisition of U.S. subsidiary and in Regulation D and S private placement
• Represented Cable Operator in acquisitions and divestitures of regional cable systems and subscriber blocs
• Represented French-American multimedia content conglomerate in multi-million dollar content licensing transactions with American and European professional sports and entertainment associations for the distribution of their content over the client’s online, telecommunications and cable television platforms
• Represented German bank in financing of PCS wireless network provider reseller for wireless services throughout the western United States
• Represented leading public company in the pari-mutuel gaming industry in roll-out of video online and telecommunications North American gaming network
• Represented leading U.S. cable provider in negotiation of VoIP and IPTV distribution deals with telecommunications providers
• Represented U.S. wireless operator in series of Regulation D private placements
• Represented telecommunications equipment manufacturer in series of venture and private equity financings
• Represented Russian wireless operator in European private equity financings and network buildout
• Represented two off-shore sovereign wealth funds in formation of investment trust and associated vehicles to serve as vehicle for in-bound investments into U.S. technology and media companies, including managing U.S. and non-U.S. economic and management interests to facilitate favorable CFIUS (Committee on Foreign Investment in the United States)

Information Technologies

• Represented semiconductor manufacturer in Korean asset acquisition
• Represented multiple IT services companies in hundreds of commercial services arrangements of all types compliant with regulated industry counterparties, including HIPAA, FDA, FCC, Dodd-Frank and SEC-based regulatory compliance
• Represented software developer in series of private placements, licensing and distribution transactions
• Represented multiple Web-based services companies in provision of all types of commercial services arrangements
• Represented multiple major health care providers and IT providers to the healthcare industry in HIPAA Omnibus Rule compliance, including risk analyses, audits and negotiation and documentation of “Business Associate Agreements” between HIPAA “Covered Entities” and their “Business Associates” engaged in the transmission, processing, storage and re-transmission of patient Protected Health Information and in associated IT services
• Represented health care provider in transitioning of IT to outsourced cloud computing platform, including maintenance of HIPAA privacy standard controls in remotely-hosted hardware-software environment
• Represented French bank in licensing of derivative pricing software tools to other financial institutions
• Represented developer of financial institution management software in licensing to financial institutions

Satellites & Space

• Represented U.S., European and Middle-Eastern satellite operators in multiple affiliation, programming and license agreements with content providers and terrestrial cable operators
• Represented U.S. digital content provider in licensing of content to U.S., European and Asian satellite and cable television providers
• Represented Canadian satellite operator in joint venture to merge business with American satellite operator and $50 million private equity investment, including five asset sales, intellectual property contributions and structuring transaction for Canadian tax and foreign ownership considerations

Other Sectors

• Represented Asian-based Hotel and Resort Operator in compliance with Office of Foreign Currency Assets Control compliance for Cuba sanctions regime
• Represented several assisted living facilities and gated retirement communities in Regulation D and “Crowdfunding” private placements
• Represented electric utility in affiliation and service agreements
• Represented European solar power manufacturer in series of Regulation D and S private placements
• Represented Eastern European transportation operator in equipment purchases from U.S. manufacturers
• Represented U.S. Hotel and Resort operator in Regulation A private placement, negotiation of management agreements and in marketing and branding agreements