I deal with a wide range of legal and inter-related commercial issues faced by businesses in the UK – with special expertise in relation to the IP-generating industries. I also regularly act directly for clients in relation to a variety of corporate transactions, including re-organisation, acquisitions, joint ventures and corporate finance.

Below is a (non-exhaustive) list of areas of law and commerce, in respect of which I have knowledge and experience:

• 

  Einstein

  Special expertise: Barking

• Origination
• Development
• Production
• Distribution
• IP protection and enforcement
• Corporate (Finance, Joint Ventures, Mergers and Acquisitions)

This includes connected areas such as:

• Employment
• Commercial property
• Financing agreements
• International and internet enforcement
• Anti-counterfeit measures
• Regulatory and compliance issues

 
I am regulated by the Bar Council of England and Wales and act subject to its Code of Conduct, including, where relevant, its Public Access Rules. Instructions are accepted subject to a standard client care letter, which, amongst other things, clearly sets out the work to be done and the fee to charged.

 

 

 

 

 

 

 

 

 

 

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Origination

Establishing ownership of original IP

Acquisition and licensing of third party IP

Combined works

Reserved IP

Confidentiality

Originator warranties

Limitation of liabilities

Title and IP Searches

• Employment
• Freelance service agreements
• Directors service agreements
• Restrictive covenants

• Compliance and Policies: health and safety/communications/data protection/safeguarding
• PAYE, Schedule D, NI issues
  .

Development

In addition to the areas of ongoing relevance, outlined above:
• Development finance
• Development Agreements
• Company setup and structural planning
• EIS and Entrepreneurs relief
• Investment options
• Distribution options
• Share options
• Profit share agreements
• Letters of intent
• Associated Securities

• Leasing and licensing of premises and equipment

• Initial IP strategy (establishing internationally enforceable intellectual property rights/avoiding unintended infringement)
• Formats advice (format bible content and creative considerations)
• Development strategy

For pilots, test shoots, beta releases, prototypes and test products:

• Service agreements
• Talent contracts (including deferred consideration where relevant)
• Commissioning of props/sets/costumes
• Music (demo agreements/synch licences/music publishing agreements)
• Animation agreements (CGI, stop frame and live action compositing etc)
• Equipment hire, purchase and sale
• Location agreements
• Child protection and safeguarding
• E&O and production insurance
• Budgeting scheduling and cashflow planning
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Production

All those areas mentioned under “Development” and “Acquisition” above but in the context of a full production:
• Commercial property lease and acquisition
• Deficit funding agreements with broadcasters, distributors, angel investors, advanced funding from agents and licensees
• Broadcaster commissioning and acquisition agreements, including commissioning specifications, delivery requirements and broadcaster revenue participation
• Financial structuring – EIS, SPVs, IP protection, holding/investment companies etc (negotiating, drafting and implementing arrangements based on specialist corporate/tax advice)
• Industry-specific agreements, depending on the nature of the product or content, such as: (i) producer agreements for music content; (ii) source code access and ownership for games and computer programming web-site development; (iii) hosting, storage and service and maintenance agreements for internet-delivered content; (iv) box office, ticket sales, concessions, and other funding arrangements for theatre and theme park content; and (v) union agreements such as PACT/Equity/MU/BECTU
• Commissioning of third party producers in the UK and internationally
• Reciprocal rights arrangements and international broadcaster contributions
• Co-production arrangements, including investment option agreements and international IP ownership, securities and tax (negotiating, drafting and implementing arrangements based on specialist corporate/tax advice)
• Advice on regulatory compliance
.

Licensing and Distribution

• Strategy planning and business plan development
• Licensing arrangements as part of commissioning deals
• Output deals, master distributor deals, international agency agreements; international television sales
• Industry specific arrangements (such as (i) reserves against returns in the publishing/DVD market (ii) in-house agency deductions by the large toy distributors (iii) reduced royalty parameters on record deals and (iv) formats licensing)
• Reversioning agreements (costs, ownership and access)
• Promotional and cross-promotional agreements
.

IP Strategy, Management and Enforcement

• Title and trademark searching
• Registered IP strategy: budgets, timing, priorities, language issues
• Registered IP portfolio management (liaising with trademark and patent attorneys internationally to obtain and maintain IP registrations)
• IP enforcement planning (budgeting/preparation of materials/ registrations with trading standards, customs associations and foreign government agencies etc)
• Product labeling, telltale design, DRM
• Information and publicity planning
• Enforcement: (i) cease and desist; (ii) direct injunctive relief; (iii) IP infringement/passing off actions; (iv) liaison with government enforcement agencies (UK Trading Standards, FACT, WCO, AIC in China etc); and (v) seizure and destruction of counterfeit goods
.

Corporate Work

• Licensing or acquiring third party IP for development or production
• Due diligence (corporate, commercial and IP as required)
• Warranties, indemnities and limitation
• Deferred consideration and contingent payments
• On-going service arrangements
• TUPE and other employment rights issues
• Music licensing

• IPO and Investment Prospectus drafting
• Preparatory internal due diligence and re-organisation
• Sale and acquisition documents*
• Corporate Finance transactions*
• Due diligence
• Warranties, indemnities and limitations
• Options, warrants and securities
• Personal guarantees
• * negotiating/drafting/implementing arrangements based on third party specialist corporate tax advice

Other

Aside from the principal areas of expertise above, ancillary expertise and experience includes:

• Defamation advice and litigation, including as Junior Counsel Charleston v News Group Newspapers [1995] 2 WLR 450 (HL)
• Content lawyer (UK television broadcast)
• Privacy and breach of confidence
• Common law contract disputes
• Consumer credit litigation
• Planning enforcement appeals
• Judicial review
• Commercial and residential property (including nuisance, neighbour and border disputes, dilapidations disputes)
• Employment law (advice and litigation)