Digital & Mobile Media

We navigate the digital frontier.

We understand the need to keep up with the ever-changing trends in the technology landscape and speak the same language as our clients.

Evolving technological innovation leads to dynamic changes in the law pertaining to digital and mobile media. Our Digital & Mobile Media Group offers clients expertise and legal counsel with interdepartmental participation from many of our practice groups, including our Bankruptcy, Corporate, Compliance, Intellectual Property, International, Litigation, Tax, and Trusts & Estates groups.

We have substantial experience and knowledge for those looking to acquire, create, disseminate, invest, protect, monetize, and sell their assets in the traditional and emerging digital landscape. We counsel multinational corporations, funds, and emerging companies in a wide array of areas from advertising, cloud technology, data mining, digital and social media compliance and policies, to electronic licensing and distribution, evolving privacy issues, litigation, and technology transfer licensing for mobile apps and other digital platforms.

For entrepreneurs, inventors, and high-wealth individuals, we advise on a number of intellectual property issues from copyrights, trademarks, patents, licensing, and transfer issues to digital footprint and estate implications in an increasingly technological world.

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.

Contacts