Richard A. Denmon

Richard A. Denmon

Shareholder

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  

Mr. Denmon’s securities and corporate law practice focuses on: 

  • Public and private offerings of equity, debt, and hybrid securities, representing both issuers and underwriters/placement agents. Mr. Denmon has represented clients in all types of public offerings, including initial public offerings, secondary offerings, stock dividend plans and other shelf registrations, and in private offerings under various exemptions from registration under the federal securities laws, including Regulation A and Regulation D.
  • Private equity and venture capital transactions, representing both investors and individual companies in connection with various stages of investment financing and exit strategies, including the negotiation of seed and angel financings, convertible note financings, and complex equity purchase agreements, as well as related warrants, registration rights, stockholder agreements, investment agreements, preferred stock designations, debt instruments, and other similar documents.
  • Securities law regulatory compliance under both federal and state laws, including the preparation of periodic reports filed with the SEC and compliance with any applicable stock exchange rules.
  • Mergers and acquisitions involving both public and privately held companies in a wide range of transactions, including tender offers, going private transactions, asset sales, and shareholder solicitations.
  • Private equity and venture capital entity representation in connection with formation and portfolio investment transactions, including formation documents, negotiation of exit strategies, and preparation of financing and investment transactional documents for portfolio investments.
  • Debt financing involving transactions with private equity funds, banks, and other financial institutions, including offerings subject to the Trust Indenture Act of 1939.
  • Corporate governance matters involving issues including directors’ fiduciary duties, committee structures and responsibilities, corporate governance guidelines and policies, analysis of proxy advisory firm’s positions, and advising clients in connection with contests for corporate control. In addition, as part of Mr. Denmon’s practice, he often is engaged to act as special counsel to various corporate committees.

Mr. Denmon’s securities and corporate clients include public and private entities operating in a wide range of industries. He counsels on numerous financing vehicles, including offerings of equity and debt securities, complex bank and non-bank 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 merger and acquisition transactions. 

Before joining the firm in 1989, Mr. Denmon worked for the SEC in Washington, D.C. There, he served as special counsel to the assistant director in the division of corporate finance. 

Entertainment and Media Law    

Mr. Denmon’s multi-faceted entertainment and media law practice covers almost every segment of the entertainment industry. He has represented individual talent and artists; entertainment and media companies, production companies, distributors, and single purpose entertainment related entities; and investors, sponsors, and other financiers. His practice also encompasses sports-related matters that have included negotiating an arena naming rights agreement with a professional hockey team, and sponsorship agreements with various car racing and monster truck teams.    

Mr. Denmon’s entertainment and media practice includes the following areas: 

  • Music publishing and recording, representing all music industry players, including songwriters, recording artists, record producers, and record labels in the negotiation of various industry-related agreements.
  • Film and television, preparing and negotiating on behalf of copyright holders, producers, and distributors the full range of agreements and relationships necessary to take an original work or a reality concept from acquisition or creation of the underlying literary work to the final production and distribution of a film, television, or internet production, including compliance with respect to applicable union and guild requirements.
  • Theater, representing investors and producers of theatrical productions and handling the underlying investment agreements and the acquisition of literary and any grand rights for the production, as well as agreements with or for directors, choreographers, and actors.
  • Literary, representing both authors and publishers in negotiating publishing agreements for both traditional print and online content, assisting in clearance and defamation reviews, and licensing of literary works for use in other formats or media.
  • Agreements with artists and advisors, representing talent in all areas of the entertainment industry, and occasionally representing talent managers, in the negotiation of a variety of personal agreements and arrangements central to the talent’s career.
  • Internet, video gaming and cyberlaw, representing clients in the areas of digital and interactive entertainment, internet applications (apps), and video gaming, including the negotiation of various licenses and agreements, and advising clients on cyberlaw issues such as DMCA safe harbors, ISP safe harbors from publisher liability, domain name registration, Anti-Cybersquatting Consumer Protection Act, and resolution of ownership issues, online contracting and licensing issues, privacy issues, Electronic Communications Privacy Act, and the Children’s Online Protection Act.
  • Media law, representing clients on media and mass communication matters including defamation, rights of publicity, privacy rights, commercial speech regulation and related FCC and FDA rules, and other First Amendment issues.
  • Sports law, including the negotiation of an arena naming rights agreement with a professional hockey team and sponsorship agreements with various car racing and monster truck teams.  

Mr. Denmon also negotiates various licenses and clearances on behalf of his clients, provides copyright, trademark, and e-commerce advice, and handles any necessary offering or bank financing documents. 

Drawing on his corporate and securities background and experience, Mr. Denmon provides services for his entertainment and media clients that include: 

  • advising them on securities and financing laws relating to the funding of projects;
  • structuring projects and entity formation;
  • due diligence reviews of corporate documents and entertainment and media properties; and
  • negotiating the relevant acquisition and financing documents (including, if applicable, investment and/or bank financing documents).