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Licensing & Technology Transactions
We offer comprehensive understanding of financial products and market infrastructure.
We help clients structure and document financial products, as well as advise on regulatory and compliance issues- at all stages of the product life cycle, and across all asset classes.
We help clients to navigate the domestic and cross-border regulatory issues, from data processing obligations to payments regulation, regulated outsourcings and solution deployment to crypto-asset trading.
We ensure our clients benefit from highly relevant and commercial advice.
Software and SaaS
Licensing, distribution, affiliate and referral programs. Customer and vendor agreements, Software as Service (SaaS), cloud computing and hosting, support and maintenance, procurement and outsourcing, development and co-development agreements.
Data & Content
Licensing, distribution, affiliate and referral programs. Customer-facing licenses, subscription, data and content acquisition, contributor and data curation agreements. Data and content development arrangements. Content extraction, data mining and content aggregation issues.
Protection & Commercialization
Protection of technology assets through the creation of strong licensing templates, standard terms and notices, and commercial policies.
Vendor Risk Management
We assist clients in designing, implementing, and maintaining all critical areas of vendor management, incorporating our knowledge of consumer protection, consumer lending and servicing, debt collection, records management and retention, and all aspects of cybersecurity and privacy law with practice, business-conscious advice.
Intellectual Property
Financial Service Technology
• Electronic Signature and Records
We advise clients on requirements affecting the entire life cycle of electronic records and their underlying transactions, and in all electronic mediums.
• Mobile Finance & Payments
We assist clients, non-banks, and chartered institutions with issues relating to mobile disclosure delivery and e-contracting, advertising and marketing compliance, risk management, strategic partnerships and other transactions, data ownership, licensing, and compliance with consumer protection statutes and regulations.
We also provide guidance on all aspects of the laws governing payment processes, including electronic fund transfer, remittances, Automated Clearing House (ACH) transactions, remote check creation, remote deposit capture, and compliance with payment network requirements and industry standards for payments.
• Marketplace Lending
We provide representation to emerging consumer and commercial marketplace lenders and other alternative credit providers, as well as investors in their companies and loan products, on a range of regulatory, transactional, structuring, and product development matters.
We also advocate for our clients in the context of supervisory and enforcement actions as well as civil litigation. Our comprehensive knowledge of underlying products, statutes, regulations, and market standards, combined with our experience in electronic payments systems, mobile commerce, data security, vendor management, and related transactions makes us uniquely positioned to advise clients in this innovative industry.
• Prepaid Cards
We advise issuers and providers of prepaid access (e.g., gifts, payroll, flexible spending, health spending, rebates, rewards, travel, or for prepaid cards general use) on the application of state and federal money transmitter laws, compliance with Bank Secrecy Act/anti-money laundering (BSA/AML) laws and regulations, and structuring and negotiating critical third-party relationships. We work with businesses at the beginning stages of program development and continue to guide them through the full product life cycle, advising along the way on marketing and consumer protection strategies, state licensing, federal registration, required disclosures, privacy issues, strategic partnerships, and many other areas.
• Money Transmitters & Money Services Businesses
We review unique and sophisticated payments platforms and advise on the best strategy for achieving money transmitter licensing compliance and obtaining licenses or exemptions to licensing.
We assist payment innovators, investors, and businesses involved in virtual currency enterprises with the development of Bank Secrecy Act/anti-money laundering (BSA/AML) policies, procedures, training programs, licensing, registration, implementation of assessment reviews in connection with Financial Crimes Enforcement Network (FinCEN) and state law requirements, and various transactions, including critical third-party relationships and acquisitions.
• Virtual Currencies
We advise companies on the issues germane to the regulatory regimes applicable to virtual currencies, cryptocurrencies, and blockchain. We assist clients in applying for and obtaining the necessary state money transmitter licensing and/or structure various partnerships with other eco-system players.
As this is a rapidly evolving industry, we closely monitor developments impacting virtual currency companies and their compliance initiatives, such as proposed or adopted state and federal regulatory and legislative developments.
• Blockchain
As blockchain technology continues to evolve as a transformative force in the global economy, we provide guidance regarding the myriad legal and regulatory issues that have arisen along with the technology.
Increasingly, blockchain/fintech companies are providing services that traditionally have been highly regulated, resulting in many regulatory agencies indicating interest in developing relevant licensing frameworks.
Our services in this area include independent testing and gap analysis to determine compliance, assistance with vendor selection, policy and procedure design and implementation, chartering and licensing assistance, risk assessment, exam preparation, due diligence for onboarding and investment, and outsourced general counsel assistance.
• Anti-Money Laundering
We advise banks and non-banks, including fintech companies, on compliance with AML laws and regulations of the BSA and state money transmitter laws. We often assist clients with development of BSA/AML policies, procedures, and training programs, as well as performing implementation assessment reviews in connection with Financial Crimes Enforcement Network (FinCEN) and state law requirements, and bank reviews.
We also provide training from the business line to the board, as well as compliance testing and audit.
• Privacy, Cyber Risk & Data Security
We advise entities that collect, process, store, and transfer sensitive personal information on matters involving the full spectrum of privacy and data risk issues affecting their business operations, including board governance matters.
We perform gap analysis and risk assessments, develop information and cyber security programs, and draft policies and procedures. We also draft affiliate marketing plans and public statements involving privacy and information security.
We advise clients on legal requirements and regulatory expectations on third-party selection oversight issues involving data ownership, use, and sharing.
• Transactional
We advise and assist fintech companies and financial institutions in connection with various corporate and transactional activities, including mergers and acquisitions, strategic investments, corporate governance and corporate structuring issues and agreements, critical third-party relationships (including bank partner, servicing agreements, and network participation agreements), consumer-related agreements, and asset purchase and sale agreements, involving related issues such as "true lender" risk.
• Digital Banking
• Digital Insurance
'• Alternative Lending
E-Commerce
Agreements related to online distribution and provision of products, services and information. Terms of Use, Privacy Policies, EULA, Subscription and Membership Agreements.
Strategic Alliances
Global and domestic strategic alliances and collaborative development arrangements related to technology, data, content and other products and services.
Corporate Agreements
Consulting agreements, distribution, marketing and referral agreements, confidentiality and other business agreements.
General Counsel
Help clients identify and navigate business and legal risks, provide solutions and manage relationship with outside counsel to help clients achieve legal efficiencies and allow them to focus on other aspects of their businesses.
Customs & International Trade
We help clients to reduce import duties, mitigate penalties and achieve compliance with customs and U.S. international trade regulations, and overcome Customs demands and complexities of today's import & export transactions.
Classification
We assist importers to correctly classify merchandise and thereby avoid costly penalties. Importers can also realize significant savings by reductions in duty through the reclassification of imported goods.
We also assist importers to prepare and submit requests for binding rulings to Customs concerning the classification of merchandise, and to challenge post importation rate increases though the administrative protest procedure.
We also litigate classification issues before the Court of International Trade whenever necessary to ensure that our clients are treated fairly by Customs.
Valuation
We assist importers to determine the correct declared value for merchandise and avoid costly penalties.
In addition, importers can achieve significant savings by reductions in duty through the revaluation of imported goods.
We also assist importers in the preparation and submission of binding rulings to Customs to confirm the correct basis of valuation of merchandise, and, if the merchandise is subject to a post importation value increase, challenge that increase though the administrative protest procedure.
We litigate value issues before the Court of International Trade whenever necessary to ensure that our clients are treated fairly by Customs.
Trade Compliance
We provide clients the expert assistance necessary to classify and value merchandise, and develop systems and procedures to ensure Customs expectations of informed compliance are met.
Duty Exemptions
Once eligibility is established, we also assist importers and manufacturers in creating a proper document trail to establish the duty exemptions.
Penalties
The failure to pay an administrative penalty can result in the initiation of a collection action by the Government in the Court of International Trade.
We prepare legal arguments applying case law and pertinent administrative laws and regulations, and assist companies to navigate through the complex administrative adjudicative process.
Prior Disclosure
We provide guidance to importers and drawback filers throughout the prior disclosure process; including investigation of the circumstances of the violation, evaluation of the nature and extent of errors, preparation of initial disclosure report and calculation and tender of any loss of revenue, and case closure.
Seizures & Detention
We assist importers obtain the timely release of their merchandise from Customs custody, and in the case of goods that are seized, to file the appropriate administrative petition under 19 U.S.C. 1618, for their release.
Country of Origin
We are thoroughly versed with all aspects of Customs Country of Origin rules, whether it's for Marking, GSP or NAFTA eligibility, or for the admissibility of textile and apparel articles.
We assist clients in determining the correct origin of merchandise under any Customs program, prepare binding ruling requests, respond to a notice of marking, or challenge a country-of-origin determination by Customs.
Duty Drawback
Drawback is a complex area with the risk of large penalties due to improper filings, record management, or transaction structure.
We help minimize such legal risks by structuring and implementing drawback programs to maximize benefits to our clients.
Textile & Wearing Apparel
Dumping and Countervailing Duties
We represent foreign producers, foreign exporters, and U.S. importers of goods alleged to violate the antidumping and countervailing duties laws of the United States.
Broker Compliance
We assist brokers in maintaining compliance, and in obtaining valid individual and corporate Customs licenses and permits.
We advise clients to make certain that applications for corporate licenses are entirely complete and contain a complete description of the steps and procedures the company is taking to maintain compliance.
Such descriptions in the application serve to anticipate concerns of Customs agents and compliance personnel, and thereby prevent the application from being pulled back to address such questions.
C-TPAT
Focused Assessment
FDA Import Requirements
U.S. Export Control/Licensing