Representative Experience

• Advise cable operators and cable programmers regarding the effect of FCC’s program carriage rules on their programming negotiations, and represent them in program carriage complaints brought before the FCC.
• Advise major cable programmers and cable operators on a wide range of issues regarding the programming services they create and/or carry, such as obscenity and indecency issues, how to ensure programmer compliance with the children’s television programming and closed captioning rules, and whether and how to control the content of local advertisements.
• Advised an association of cable operators of First Amendment freedoms as weighed against the limitations of corporate political contributions and lobbying.
• Advised Nokia, Inc. in multiple acquisitions and dispositions.
• Advised on matters related to the American Recovery and Reinvestment Act.
• Advised one of the world’s largest mobile phone suppliers on cross-border transactional issues.
• Assist cable operators in connection with retransmission consent negotiations with broadcasters and associated policy issues arising before the FCC.
• Assisted a global communications company in protecting confidential and proprietary information from being released by the federal government to a direct competitor.
• Assisted a number of multisystem cable operators with implementation of, and compliance with, new broadband service disclosure and network management practice requirements adopted by the FCC.
• Conducted an audit of a Canada-based global mobile communications company’s FCPA compliance program.
• Counsel cable operators and cable programmers with respect to the impact of the FCC’s program access rules on their programming agreements and represent them in administrative litigation proceedings brought under those rules before the FCC and on appeal to federal court.
• Counsel large, multisystem cable operators on franchise compliance and franchise renewals, customer service, notice, consumer protection issues, and rate regulation matters before federal, state, and local regulatory bodies.
• Counsel to the sixth largest cable operator in the United States in ongoing proceedings before the FCC and state regulatory commissions on media, telecommunications, and Internet issues, including representation in recent carriage disputes and a challenge in both federal and state courts to a state order finding that a video service is not a “cable service” under federal law.
• DC Circuit decision upholding Federal Communications Commission (FCC) rules for sharing high-capacity network elements against challenges brought by incumbent telephone companies.
• Developed a Red Flags compliance program for a full-service telecommunications company providing phone, high-speed Internet, and video services to more than 750,000 customers in the Midwest. This is an example of one Red Flags compliance program among dozens that the firm’s Privacy & Security Practice has worked on for companies of all types — communications / cable companies, utilities, universities, auto dealers, retailers, vendors, and more.
• For a major manufacturer of GPS service and equipment, helped defeat efforts to use adjacent band spectrum in a way that would have caused interference to GPS and compromised the utility of the GPS service.
• In connection with mergers and acquisitions by cable clients, assist operators with license review and transfer proceedings before the FCC, franchise transfers before state and local regulatory bodies, and compliance with any applicable ownership restrictions.
• Long-term engagement as principal outside counsel for a Fortune 500 high-tech company in the direct negotiation of domestic real estate transactions and in supervising various local firms for the leasing and acquisition of over 5 million square feet of corporate facilities in the United States, Canada, Europe, and Asia. As with many of our corporate facility clients, we actively participate in all phases of this company’s acquisition transactions, from broker retention and deal structuring through the documentation and verification of completion of the construction process.
• Major FCC proceedings since the mid-1970s include the following:
  • Streamline earth station antenna regulation
  • Reduce satellite orbital spacing
  • Permit satellite transponder leasing and resale
  • Adopt rules for and license satellites in the Fixed Satellite Service (FSS), Direct Broadcast Satellite Service (DBS), Mobile Satellite Service (MSS) and Radiodetermination Satellite Service (RDSS)
  • Authorize new satellite-based communications services involving non-geostationary satellite orbit (NGSO) systems and earth stations onboard vessels (ESVs)
• Managed a Safe Harbor certification program for a leading web-enabled energy demand-response management solutions provider, and coordinated registration with UK Data Protection Authority for UK subsidiary. Developed enterprise-wide information security program and conducted training of employees.
• Managed the review and production of corporate documents for an antitrust class action case brought by approximately 20 defendants against one of the nation’s largest media companies involving the collection and review of more than 45 million pages of data.
• Negotiated changes to local satellite regulations in countries around the world in order to allow a satellite start-up to offer service in previously closed markets.
• Negotiated Host Nation Authorizations (HNAs) with governments in Asia, Europe, South America, and Africa that allow US military agencies to lawfully use their satellite equipment and frequencies outside of the United States.
• Negotiated landing rights for satellite operators.
• Negotiating and structuring transactions in which building owners permit a significant portion of their portfolio to be wired by service providers in exchange for an equity interest in the service provider’s company.
• Negotiating inside-wiring agreements for the Empire State Building, the General Motors Building, and significant REIT and pension-fund-held real estate portfolios.
• Obtained a defense jury verdict representing the officers of a high-tech company accused of fraud in a Section 10(b) case arising from a complex PIPE transaction.
• Obtained a successful initial determination and final determination at the US ITC of no infringement and invalidity in a five-patent case filed against our client in the semiconductor manufacturing industry.
• Obtained order denying certification of national class in an MDL antitrust class action involving 20 cases consolidated from around the country alleging an illegal tying arrangement in connection with the offering of set top boxes and premium cable services.
• On behalf of a global satellite company, negotiated complex agreements for sharing of orbit / spectrum resources and satellite assets.
• On behalf of a major Asian telecommunications company, negotiated the purchase of a significant portion of a new communications satellite slated for future launch, along with security interests in another satellite owned by the same company.
• Ongoing data privacy and security compliance advice to an interactive marketing and media company in the business of producing and distributing premium new age, metaphysical, and psychic entertainment services.
• Ongoing privacy advice on global compliance with data privacy and bank secrecy laws to the leading independent analytics provider for derivatives and structured products, enabling the structuring, pre-trade pricing, valuation, and management of even the most complex deals.
• Ongoing privacy compliance advice (online and offline services) to a major cable television content provider (music television), with respect to collection and use of data (particularly in connection with federal Children's Online Privacy Protection Act).
• Ongoing privacy compliance advice to a company providing educational software and services to over 3,700 educational institutions in more than 60 countries.
• Ongoing privacy compliance advice to an association representing all of the cable television multiple system operations in the United States with respect to collection and use of cable subscriber data under the federal Cable Subscriber Privacy Act and legislative updates relating to drafts of federal privacy legislation.
• Provide counsel to a number of cable system operators on privacy policy issues affecting their cable and broadband services, including assisting with analyzing and responding to Congressional and agency initiatives regarding interactive advertising and other privacy-related matters.
• Represent a major cable television trade association in a wide range of legislative issues pending before Congress, including privacy, cybersecurity, and broadband network policy, as well as in federal courts of appeals on matters such as regulation of broadband networks, franchising, and leased access.
• Represent Broadcom Corporation in connection with its corporate leasing worldwide, including coordination and supervision of local counsel throughout EMEA and APAC, and the recent lease of a headquarters facility in Bangalore, India, which is the largest Broadcom facility outside of the United States.
• Represent one of the four national wireless service providers on a range of spectrum and regulatory matters, including successfully persuading the FCC to adopt roaming requirements for wireless data companies.
• Represent the national trade association for the cable and telecommunications industry in matters before Congress, the FCC, and in courts, including ongoing matters related to the provision of video services, proposals for the regulation of Internet access service (net neutrality), privacy, competitive telecommunications issues, and the recently enacted 21st Century Communications and Video Accessibility Act. Recent representations include a challenge to the FCC’s order implementing Section 621(a)(1) of the Federal Communications Act and a case where our client was an intervenor in a challenge to the FCC’s regulatory classification of cable broadband services.
• Representation of a major cable television provider in connection with a high-profile merger proceeding before the Department of Justice and state attorneys general.
• Represented a cable company in the first successful FTC clearance of the acquisition of an overbuilt cable system.
• Represented a global communications solutions provider that was the plaintiff in three patent infringement suits — one related to computer telephony, voice recognition, interactive voice response, and voice messaging system technologies; the second related to photolithography and other technologies used in the fabrication and architecture of high-performance computer chips; and the third related to fabrication of computer chips.
• Represented a global provider of voice, data, and Internet services in a variety of matters, including an injunction to halt a moratorium on the zoning of wireless facilities; a challenge to delays and denials in a city's processing of permits to install wireless facilities; a challenge to a county’s imposition of environmental review under the California Environmental Quality Act to proposed wireless facility applications; a case against a state public utilities commission to secure emergency issuance of NXX code; and a ground-breaking case in which the Ninth Circuit affirmed permanent injunction of an overbroad county ordinance regulating wireless networks.
• Represented a major data center operator in the acquisition, development, leasing, financing, refinancing, and eventual sale of several major data center properties over the past seven years.
• Represented a major European satellite operator in connection with its bids in a US bankruptcy auction for two in-orbit communications satellites.
• Represented a public company in the technology sector, obtaining a positive resolution regarding suspension of the sale of its products in Massachusetts.
• Represented a technology company in conducting FCPA due diligence for a proposed merger, with a specific focus on issues relating to a distributorship in China.
• Represented American Technical Ceramics Corporation in its $231 million sale to AVX Corporation.
• Represented an acquirer of telecommunications companies from Chapter 11 proceedings.
• Represented both property owners and operators of fiber-optic networks in the leasing of fiber-optic cables, conduits, and related facilities and in the development of fiber-optic networks.
• Represented Compass Labs, Inc. in its February 2012 $6 million financing led by Presidio Ventures and NEA (New Enterprise Associates).
• Represented dozens of individual tenants and colocation customers in the leasing of data center space and colocation space throughout the United States, including the negotiation of colocation agreements addressing their concerns.
• Represented Extole, Inc. in its January 2012 $10.2 million financing led by Shasta Ventures, Trident Capital, Redpoint Ventures, and Norwest Venture Partners.
• Represented several large multisystem cable operators in defense of a class action lawsuit challenging the manner in which set-top converter boxes are made available to subscribers.
• Represented the landlord in a lease of several hundred thousand square feet of data center space to a large data center / colocation company that in turn leased out smaller spaces to individual users and colocation customers. According to media reports, this is the largest data center lease ever negotiated in the United States.
• Represented the operator in a bankruptcy proceeding involving one of the major satellite launch services providers.
• Represented various telecommunications affiliates of cable providers during the review of mergers of major incumbent telecommunications companies, such as BellSouth and AT&T, obtaining critical merger conditions that lowered the transaction costs of the interconnection agreement negotiations.
• Representing some of the largest publicly traded wireless communications providers and broadcast infrastructure concerns in securing land use and planning permits and approvals from municipal boards.
• Resolved government antitrust concerns and eliminated the need to respond to second requests in acquisitions in the cable television industry, including both cable operators and programmers.
• Secured orbital slot assignments for a satellite start-up.
• Served as counsel in connection with regulatory and legislative efforts to allocate the “D Block” for commercial wireless services.
• Served as real estate counsel for telecommunications structures, inside wiring agreements, and in the leasing of switch facilities across the United States, including successfully petitioning local boards for approval to erect new freestanding telecommunications structures in suburban communities and to locate similar equipment on the roofs of buildings in urban areas; negotiating in excess of 500 million square feet of inside wiring agreements, enabling service providers and property owners to offer an array of communications services, including Internet access, to tenants on a nationwide basis; and representing landlords and tenants in negotiation of major leases of switch facilities.
• We represented the chairman and majority shareholder of a technology company sued under the federal securities laws. The plaintiffs claimed that the company had improperly booked revenues on contingent sales, and the company could not survive protracted litigation. The chairman, the only deep-pocketed defendant (other than the accountants), was adamantly opposed to any settlement that involved payment of any money. Given these constraints, and utilizing a series of presentations concerning the company’s financial condition and the value of the technology, we were able to convince the plaintiffs’ counsel to accept a settlement consisting primarily of stock and warrants. In addition, we were able to secure a settlement for the chairman in which he paid the plaintiffs no money

Representative Clients

• Bright House Networks, LLC
• Broadcom Corporation
• Cablevision Systems Corporation
• CAST Software
• Comverse
• Cox Communications, Inc.
• CTIA–The Wireless Association®
• Discovery Communications, Inc.
• Elron
• Flagship Partners, Inc.
• General Catalyst Partners
• Home Box Office, Inc.

• iMDsoft
• Imperva, Inc.
• Informa USA, Inc.
• Innovari
• National Cable & Telecommunications Association
• NICE Systems
• Nokia
• NTT Data, Inc.
• RockPort Capital Partners
• SES WORLD SKIES
• Time Warner Cable, Inc.
• T-Mobile USA, Inc.