Technology and Manufacturing

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Support Throughout the Business Life Cycle

Saul Ewing attorneys have a keen understanding of the technology and manufacturing industries. We have walked the shop floor, built and sold products and businesses, and spent long hours in the boardroom. We study all the angles and help our clients make smart decisions. We work with entrepreneurs and businesses throughout their lifecycle, from pre-formation through maturity, helping them map their critical path, anticipate, avoid and tackle problems, and develop a strong bottom line. We advise and counsel clients on matters facing companies in the business world, including intellectual property, corporate governance, tax, finance, commercial transactions, employment matters and dispute resolution, as well as navigating the world of insolvency and bankruptcy when vendors, suppliers and customers file for bankruptcy.

We partner with our clients and help connect them to customers, suppliers, financing sources and strategic partners. We invest the time in learning about our clients’ businesses and needs. We are creative in our fee arrangements, open to working with other partners, and relentless in our goal of client satisfaction.

Financing and Formation

We work with emerging businesses and venture capital funds in the structuring and documentation of equity and debt financing; we also advise clients on the best legal and business structure for a variety of U.S. and international relationships.

Mergers and Acquisitions

We routinely represent business buyers and sellers across all industries in mergers and acquisitions. Our attorneys have handled mergers and acquisitions for internet businesses, as well as manufacturers, distributors, retailers and service companies of technology products. We assist our clients in doing due diligence to determine if an M&A is sensible, and proceed by structuring and negotiating advantageous business strategies and favorable tax treatments from a legal perspective.

We provide legal guidance in complex strategic alliances and joint ventures and have highly skilled intellectual property and patent lawyers who are well-positioned to deal with issues related to copyrights and trademarks.

We also routinely represent asset purchasers who buy assets or entire going concern businesses out of Bankruptcy Code Section 363 sales.  Today many companies file bankruptcy solely to effectuate a distressed M&A transaction and maximize value by opening the process to higher and better bids.  We can nimbly assist you in bidding on and buying assets in this type of expedited, streamlined sale process.

Labor and Employment

Our teams are comprised of labor and employment lawyers who counsel client companies on establishing and administering employee benefits arrangements. We also draft employment and shareholder agreements, stock option and equity plans, as well as provisions for confidentiality and covenants not to compete.

Intellectual Property

We know that a company’s intellectual property is often its strongest asset, one that can be protected and leveraged to gain a competitive advantage. Access to an experienced, diverse and business-savvy team of intellectual property and technology attorneys is vital to the success of emerging and mature companies alike. We handle:

  • Patent, Trademark and Copyright Procurement, involving preparing and prosecuting patents in all technical disciplines including biotechnology, pharmaceutical, chemical, nanotechnology, electrical, telecommunications, software, mechanical and medical devices; conducting invention-capture sessions with development teams to identify and document innovations and securing trademark and copyright registrations.
  • Counseling and Transactions, assessing third-party IP rights through infringement and validity studies and navigating around third-party IP rights through freedom-to-operate, clearance and design-around studies; we also develop strategies to protect trade secrets from misappropriation by employees and competitors.
Technology Contracting

We represent customers and vendors across numerous industries, particularly healthcare, financial services and manufacturing. We handle:

  • Complex system procurement and implementation arrangements, including hardware, software and services elements
  • Development of RFPs and responses for technology acquisitions
  • Licensing of patents, trademarks, copyrights, software and data
  • Technology transfer agreements
  • Software as a Service (SaaS), application service provider (ASP), and hosting agreements
  • Telecommunications systems and services agreements
  • Business process outsourcing agreements
  • Joint development, joint marketing, joint venture and strategic partnership agreements
  • Support for technology and intellectual property aspects of mergers, acquisitions and other general business transactions
  • Internet and e-commerce agreements
Insolvency of Vendors, Suppliers and Customers

We guide our manufacturing and technology clients in navigating the world of insolvency and bankruptcy of their vendors, suppliers and customers.  We handle:

  • Supply, distribution, requirements and long-term contracts and IP licenses, remedies in bankruptcy, assumption and rejection, assumption and assignment, cure and modification.
  • Treatment as a critical vendor or supplier in customer bankruptcies, where your product is essential to the ongoing life of the bankrupt customer
  • Claims — secured and unsecured — and filing proofs of claim
  • Asset sales, tooling concerns, how to bid and buy assets and distressed businesses in Bankruptcy Code Section 363 sale processes
  • Bankruptcy litigation including preference lawsuits

 

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