Overview
Rick Denmon is a securities and corporate lawyer with extensive experience in public and private offerings, securities law and regulatory compliance, mergers and acquisitions, venture capital formation, and corporate governance. His finance-oriented practice includes work on a wide range of entertainment and media law matters for clients who benefit from his rare combination of skills and knowledge.
Securities and Corporate Law
Rick represents issuers, underwriters, and placement agents in public and private offerings of equity, debt, and hybrid securities. He has handled all types of public offerings, including initial public offerings, secondary offerings, stock dividend plans, and other shelf registrations, as well as private offerings under exemptions from registration under the federal securities laws, including Regulation A and Regulation D.
In private equity and venture capital transactions, he represents both investors and individual companies at every stage of investment financing and exit strategies. That work includes negotiating seed and angel financings, convertible note financings, and complex equity purchase agreements, along with related warrants, registration rights, stockholder agreements, investment agreements, preferred stock designations, debt instruments, and similar documents. He also represents private equity and venture capital entities in formation and portfolio investment transactions, from formation documents and exit strategies to the financing and investment documents for portfolio investments.
Rick's practice also includes securities regulatory compliance under federal and state laws, including periodic reports filed with the SEC, stock exchange listings, and compliance with applicable stock exchange rules; mergers and acquisitions involving public and privately held companies, including tender offers, going-private transactions, asset sales, and shareholder solicitations; and debt financing with private equity funds, banks, and other financial institutions, including offerings subject to the Trust Indenture Act of 1939.
On corporate governance, he advises on directors' fiduciary duties, committee structures and responsibilities, corporate governance guidelines and policies, proxy advisory firms' positions, and contests for corporate control. He is often engaged as special counsel to corporate committees.
His clients include public and private entities in a wide range of industries. He counsels on financing vehicles that include offerings of equity and debt securities, complex bank and nonbank financing arrangements, and exit strategies. He has significant experience representing financial institutions, including community banks, insurance companies, and REITs, in the offer and sale of securities, general corporate matters, and mergers and acquisitions.
Before joining the firm in 1989, Rick worked in the SEC's Division of Corporation Finance in Washington, D.C., where he served as attorney adviser and senior counsel, and later as special counsel, to the assistant director of the Office of Tender Offers.
Entertainment and Media Law
Rick's entertainment and media law practice covers almost every segment of the industry. He has represented individual talent and artists, entertainment and media companies, production companies, distributors, single-purpose entertainment entities, investors, sponsors, and other financiers. His sports work has included negotiating an arena naming rights agreement with a professional hockey team and sponsorship agreements with car racing and monster truck teams.
His music clients include songwriters, recording artists, record producers, and record labels, whom he represents in negotiating industry agreements. In film and television, he prepares and negotiates the full range of agreements that copyright holders, producers, and distributors need to take an original work or reality concept from acquisition or creation of the underlying literary work through final production and distribution of a film, television, or internet production, including compliance with union and guild requirements. He also represents investors and producers of theatrical productions, handling the investment agreements, the acquisition of literary and grand rights, and agreements with directors, choreographers, and actors.
For authors and publishers, he negotiates publishing agreements for print and online content, assists with clearance and defamation reviews, and licenses literary works for use in other formats and media. He also represents talent across the entertainment industry, and occasionally talent managers, in negotiating the personal agreements central to a talent's career.
He advises clients on digital and interactive entertainment, internet applications, and video gaming, including licenses and other agreements. His cyberlaw work covers DMCA safe harbors, ISP safe harbors from publisher liability, domain name registration, the Anticybersquatting Consumer Protection Act, ownership disputes, online contracting and licensing, privacy, the Electronic Communications Privacy Act, and the Children's Online Privacy Protection Act. His media law work covers defamation, rights of publicity, privacy rights, commercial speech regulation and related FCC and FDA rules, and other First Amendment issues.
Rick also negotiates licenses and clearances, provides copyright, trademark, and e-commerce advice, and handles any necessary offering or bank financing documents. Drawing on his securities and corporate background, he advises entertainment and media clients on securities and financing laws for funding projects, structures projects and forms entities, conducts due diligence on corporate documents and entertainment and media properties, and negotiates acquisition, investment, and bank financing documents.
Experience
Securities Regulation and Transactions
Represented issuers, underwriters, and placement agents in the sale of equity, debt, and hybrid securities in public and private offerings, including initial public offerings, secondary offerings, stock dividend plans, other shelf registrations, and private offerings under Regulation A and Regulation D.
Represented companies in debt financings with private equity funds, banks, and other financial institutions, including offerings subject to the Trust Indenture Act of 1939.
Advised and assisted clients with resales of both registered and unregistered securities and with beneficial ownership reporting under Sections 13(d) and 16 of the Exchange Act.
Prepared corporate policies designed to achieve compliance with the securities laws, including insider trading policies, Section 16 reporting programs, and Regulation FD policies.
Private Equity and Venture Capital
Negotiated seed, angel, and convertible note financings and complex stock purchase agreements, warrants, registration rights, stockholder agreements, investment agreements, preferred stock designations, debt instruments, and related documents.
Represented private equity and venture capital funds in their formation and portfolio investments, including formation documents, exit strategy negotiations, and financing and investment documents.
Mergers, Acquisitions, and Corporate Governance
Represented public and privately held companies in mergers, tender offers, going-private transactions, asset acquisitions and sales, purchase and assumption arrangements, recapitalizations, reorganizations, and redemptions.
Advised boards of directors on a variety of matters, including fiduciary duty issues.
Reviewed and assisted in the preparation of committee structures and charters.
Assisted companies in the review and revision of organizational documents to include up-to-date corporate governance provisions.
Prepared Securities and Exchange Commission and stock exchange filings for these transactions, including proxy or information statements, registration statements, tender offer statements, and related schedules.
Advised clients in contests for corporate control and in structuring defensive mechanisms, including so-called poison pill plans.
Prepared director and employee equity incentive plans, including stock options, SARs, restricted stock, and RSUs.
Entertainment and Media
Represented songwriters, recording artists, record producers, and record labels in negotiating music publishing, recording, and other industry agreements.
Prepared and negotiated, for copyright holders, producers, and distributors, the agreements needed to take a film, television, or internet production from acquisition or creation of the underlying work through final production and distribution, including compliance with union and guild requirements.
Represented investors and producers of theatrical productions in investment agreements, the acquisition of literary and grand rights, and agreements with directors, choreographers, and actors.
Represented authors and publishers in print and online publishing agreements, clearance and defamation reviews, and licensing of literary works for other formats and media.
Advised digital and interactive entertainment, internet, and video gaming clients on licenses and cyberlaw issues, including DMCA and ISP safe harbors, domain names, the Anticybersquatting Consumer Protection Act, online contracting, privacy, the Electronic Communications Privacy Act, and the Children's Online Privacy Protection Act.
Counseled clients on defamation, rights of publicity, privacy rights, commercial speech regulation and related FCC and FDA rules, and other First Amendment issues.
Structured and financed entertainment and media projects, including securities law advice on project funding, entity formation, due diligence, and investment and bank financing documents.
Negotiated an arena naming rights agreement with a professional hockey team and sponsorship agreements with car racing and monster truck teams.
News & Insights
News
Publications
Speaking Engagements
"SEC and Related Hot Topics," KPMG General Counsel Forum (May 4, 2018)
"SEC and Related Hot Topics," KPMG General Counsel Forum (June 15, 2017)
"SEC and Related Hot Topics," KPMG General Counsel Forum (October 28, 2016)
"SEC and Related Hot Topics," KPMG General Counsel Forum (June 3, 2016)
"Securities Law Selected Topics," KPMG General Counsel Forum (November 13, 2015)
"Securities Law Selected Topics," KPMG General Counsel Forum (April 24, 2015)
"Regulatory Roundup," Carlton Fields In-House Counsel Forum, Orlando, FL (March 2015)
"SEC and Related Hot Topics," KPMG General Counsel Forum (October 17, 2014)
"Fan Photos and Videos on Social Media: Who Owns What and Where," Association of Corporate Counsel Sports and Entertainment Committee (July 2014)
"Securities Law Selected Topics," KPMG General Counsel Forum (October 11, 2013)
"Securities Law Selected Topics," KPMG General Counsel Forum (April 26, 2013)
"Hot Topics in SEC and Related Matters" and "Dodd-Frank: Corporate Governance, Executive Compensation, and Disclosure Issues — An Update," KPMG General Counsel Forum (October 12, 2012)
"Funding Options: Positioning Your Company for Its Next Evolution," Florida Venture Forum, Tampa, FL (October 4, 2012)
"Dodd-Frank: Corporate Governance, Executive Compensation, and Disclosure Issues — An Update," KPMG General Counsel Forum (April 27, 2012)
"Going Public: Initial Public Offerings and Other Alternatives," IPO Readiness Seminar (April 12, 2012)
"Hot Topics in SEC and Related Matters," KPMG General Counsel Forum (April 2012)
"Dodd-Frank: Corporate Governance, Executive Compensation, and Disclosure Issues — An Update," KPMG General Counsel Forum (September 14, 2011)
"Hot Topics in SEC and Related Matters," KPMG General Counsel Forum (September 2011)
"Dodd-Frank: Corporate Governance, Executive Compensation, and Disclosure Issues — An Update," KPMG General Counsel Forum (April 20, 2011)
"Dodd-Frank: Corporate Governance, Executive Compensation, and Disclosure Issues," KPMG General Counsel Forum (October 1, 2010)
"Is Your Business Considering Going Public? Planning, Execution, and Realization Are the Three Major Steps of Transforming From Private to Public," Becoming a Public Company, IPO Readiness Seminar (April 1, 2010)
"Hot Topics in Corporate Governance and Other Matters," KPMG General Counsel Forum (April 2010)
"Overview of Current Enforcement Actions," Community Bank Executive Forum, Tampa, FL (October 9, 2009)
"Hot Topics in Corporate Governance and Other Matters," KPMG General Counsel Forum (September 2009)
"Stock Option Repricing Issues," KPMG General Counsel Forum (May 2009)
"Corporate Governance and Oversight Issues," Community Bank Executive Forum (October 24, 2008)
"Hot Topics in Corporate Governance and Other Matters," KPMG General Counsel Forum (October 2008)
"Current SEC Regulatory Environment and Cases," KPMG General Counsel Forum (April 16, 2008)
"Securities Law Update," New York State Bar Association Business Law Section Fall Meeting (October 19, 2007)
"A Corporation in Crisis — Planning and Reacting — A Corporate Lawyer's Guidance With Respect to a Corporate Crisis," Board Leadership for the Company in Crisis, National Association of Corporate Directors, Naples, FL (March 19, 2007)
"Basic Corporate Law 2006: Securities Issues," The Florida Bar Continuing Legal Education Committee and the Young Lawyers Division, Tampa, FL (October 18, 2006)
"Conducting an Internal Investigation," General Counsel Forum, Orlando, FL (September 28, 2006)
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Recognition
Honors & Recognitions
The Best Lawyers in America (2010–2027); Tampa "Lawyer of the Year," Securities Regulation (2020, 2024); Securities/Capital Markets Law (2022)
Florida Super Lawyers, Super Lawyers Magazine (2007, 2011–2014)
Chambers USA (2006–2014)
Legal 500 (2007–2011)
No aspect of this advertisement has been approved by the highest court of any state. See Awards Methodology.
Professional & Community Involvement
Professional & Community Involvement
Rick is a member of the American Bar Association's Business Law Section and the association's Forum on the Entertainment and Sports Industries. In the Business Law Section, he previously chaired the Federal Regulation of Securities Committee and served as vice chair of its Disclosure and Continuous Reporting Subcommittee. He is also a member of the Business Law and Entertainment, Arts, and Sports Law sections of both the Florida Bar and the New York State Bar Association, as well as the Hillsborough County Bar Association and the Florida Bankers Association, and previously served on the board of directors of the Florida Venture Forum.
Beyond the Bio
Rick works at the intersection of securities, business, entertainment, and sports law, and he has helped lead the national bar's work on securities disclosure. He has also supported Florida's entrepreneurs through the state's venture community. At the firm, Rick previously served on the board of directors.
Related Capabilities
Bar Admissions
Education
LL.M., Southwestern Law School
J.D., University at Buffalo School of Law
B.S., State University of New York at Binghamton
