Tom is an experienced corporate partner who has advised emerging and established technology, healthcare and life science companies throughout their development and growth stages. He has organized numerous businesses and joint ventures in many jurisdictions and has advised Boards and management on corporate governance and shareholder rights. Tom has acted as outside general counsel for many private companies, including large nonprofit corporations.
A substantial part of Tom’s practice is comprised of the negotiation of technology licenses and development agreements. Tom has negotiated manufacturing and IT outsourcing agreements including many varieties of SaaS, BPaaS and other cloud computing and outsourcing arrangements common in businesses. Many of these outsourcing arrangements involve companies in regulated industries that have special requirements for product compliance and data security; especially financial institutions and healthcare and life science companies.
Tom is a CIPP/US (Certified Information Privacy Professional). He advises clients on the requirements of the many laws affecting data security and electronic communications and the transfer and protection of regulation sensitive information. Tom has guided many U.S. clients through the EU and Swiss Safe Harbor processes and has advised on compliance regarding privacy policies, data agreements and service arrangements.
Early in his career, Tom was counsel to several hospitals and healthcare related businesses. Tom is very experienced in the laws and regulations specifically affecting healthcare and life science businesses today, such as HIPAA, anti-kickback statutes, referral prohibitions, and state corporate practice of medicine provisions.
Tom has substantial experience in mergers and acquisitions, and domestic and international distribution agreements. Examples of recent transactions in which Tom has had a major role include:
- Represented buyer (and service provider) in acquisition of technology assets from major health plan and large multi-year agreement for outsourced BPaaS services to be provided to the health plan.
- Represented private equity fund buyer in acquisition of Concord Music Group.
- Represented founders of a well-regarded “big data” incubator in venture backed financing.
- Represented perishable fulfillment and logistics SaaS platform in sale to private equity firm for more than $300 million.
- Represented financial planning and budgeting SaaS provider in $20 million private equity fund investment.
- Advised large medical device company in the restructuring of the global distribution network of an acquired company.
- Negotiated cross-border manufacturing outsourcing arrangement for large medical device company valued at $100 million a year.
- Negotiated numerous IT related agreements on behalf of financial services company separating its IT infrastructure from other affiliates’ due to regulatory sensitivity.
- Advised large international pharmaceutical company on California aspects of tender offer and practice of medicine issues relating to a tender offer for a California company.
- Advised China-based investment fund in acquisition of California development project.
- Advised California based peer to peer finance company in capital raise.
- Advised French parent company in reorganization of U.S. affiliates.
- Tom is a frequent speaker on the negotiation of intellectual property agreements, protection of intellectual property, data privacy and legal issues facing early stage and growth companies.