Technology

Overview

We are dedicated to addressing the full spectrum of technology companies’ legal needs. Our technology lawyers’ deep experience includes complex corporate finance transactions (both equity and debt); corporate acquisitions and divestitures; all types of litigation brought and faced by technology companies; protecting intellectual property; and licensing, distribution, outsourcing, and similar transactions that directly and indirectly exploit our clients’ technology.

Technological advances are constant, rapid, and unrelenting. Companies in the technology industry face a wide variety of challenges, many of which are unique. To address these challenges effectively and efficiently, Carlton Fields employs an integrated team approach to help our clients develop, protect, and capitalize on their technology assets and to help them rapidly grow their businesses. In every stage of our technology clients’ lifecycles, we render counsel with the goal of helping our clients succeed.

Experience

Structured sophisticated equity and debt financing transactions involving venture capital funds, private equity groups, and banks
Bought and sold companies and divisions through mergers, stock purchases and asset purchases
Structured complex joint venture transactions
Enforced intellectual property rights through litigation, and defended against claims of intellectual property infringement
Drafted and negotiated technology and content licensing agreements; customer, reseller, VAR, and OEM agreements; outsourcing and manufacturing agreements; technology transfer agreements; development and distribution agreements; source code escrow agreements; evaluation and beta test agreements; maintenance and support agreements; and equipment leases
Advised with respect to cyber security, disaster preparedness, and data breaches
Protected intellectual property rights including patents, trademarks, copyrights and trade secrets
Protected human capital through invention disclosure programs, non-compete, non-solicit, and non-disclosure agreements; compensation and benefit plans; and comprehensive employee manuals, policies and procedures
Conducted website audits to assess terms of use and privacy statements and electronic contracts.

All Insights

In California, a New Era in U.S. Privacy

October 1, 2018

In June, California passed a sweeping new privacy law that will impact an estimated 500,000 businesses in the United States.

NAIC Summer National Meeting Spotlights Innovation and Insurtech

October 1, 2018

In response to the accelerating pace of change, the NAIC’s Summer National Meeting in Boston focused on innovation and insurtech.

NIST Provides Guide and Example Solution for IT Asset Management

October 1, 2018

On September 7, the National Cybersecurity Center of Excellence (NCCoE) and the National Institute of Standards and Technology (NIST) published Special Publication 1800-5 – IT Asset Management Practice Guide (the Guide) to help financial services companies tackle challenges in managing both the hardware and software components of their information technology assets.

SEC: Ether and Bitcoin Are Not Securities

October 1, 2018

Cryptocurrency investors were concerned following the SEC’s July 2017 investigative report on digital token sales by a virtual organization known as “The DAO.”

Is Cryptocurrency Money? Depends on Your State

August 29, 2018

Is cryptocurrency money? In America, the question is largely decided by the regulators charged with overseeing their state's money transmitter rules.

California Passes Stringent Privacy Law Akin to GDPR

July 9, 2018

California passed a sweeping new privacy law similar to the EU’s GDPR. This article, which is relevant to all businesses that handle the personal information of California consumers, discusses rights and obligations under the new law, its scope, and the consequences of noncompliance.

Supreme Court to Resolve Copyright Registration Circuit Split

July 2, 2018

The U.S. Supreme Court agreed to hear a case that should resolve the longstanding question surrounding what is required for a plaintiff to bring a copyright infringement claim. This article discusses the different approaches taken by the circuits and the reasons why the Supreme Court’s decision will be important.

Practical Considerations in Electronic Discovery

July 1, 2018

Electronic discovery in litigation can be confusing and intimidating. This article is intended to provide a brief primer on the basics of electronic discovery and some practical considerations for addressing electronic-discovery related projects and issues.

Supreme Court Rules Government Must Obtain Search Warrant for Mobile Phone Location Data

June 22, 2018

The U.S. Supreme Court ruled that the government cannot generally obtain mobile phone location data absent a warrant. This article discusses the decision, which ends years of uncertainty.

The Shared Economy

May 1, 2018

Before discussing how and whether the shared economy should be regulated, it is important to define the term. Simply, the shared economy is an economic model in which consumers grant each other access to their underutilized assets.

SEC Issues Cybersecurity Disclosure Guidance

March 31, 2018

On February 21, the SEC published interpretive "Guidance" to help public operating companies prepare disclosures about cybersecurity risks and incidents.

SEC Sidelines Funds Focused on Cryptocurrencies

March 31, 2018

In a January 18 letter to two of the fund industry’s leading advocacy groups, the staff of the SEC’s Division of Investment Management advised fund sponsors not to initiate registration of funds that intend to invest substantially in cryptocurrency and related products until the staff’s questions, which the letter identified, are satisfactorily addressed.

Supreme Court Denies Insurer’s Petition to Review Standing in Data Breach Class Actions

March 31, 2018

In recent years, the insurance and financial services industries have been targets of high profile data breaches.

When Innovation Meets Regulation: InsurTech and State Licensing Laws

March 31, 2018

The rise of InsurTech — which brings technological innovations to the business of insurance — is having a significant impact on the insurance industry, including through advancements in cybersecurity tools, the introduction of blockchain, and the use of big data for underwriting and claims.

Recent Developments in Securities Class Actions and Companies' Disclosure Obligations Regarding Cybersecurity Risks and Events

March 8, 2018

Some recent events may encourage shareholder attorneys to pursue securities fraud class actions after disclosure of a cyber incident leads to a drop in the stock price.

Beyond the European Union: How the GDPR Affects US Companies

February 19, 2018

The effective date of the European Union’s General Data Protection Regulation (GDPR) will affect many organizations across the globe, even those not located in the EU.

If Your Employment Agreements Use This One Word, Ownership of Your Patents May Be in Jeopardy

January 23, 2018

Learn how certain words in an assignment — like “will” or “agrees to” — can inadvertently nullify immediate invention transfers.

Need a Lyft? Ambulances Aren't the Only Form of Medical Transport

January 18, 2018

Non-emergency medical transportation presents its own set of unique legal and regulatory issues.

Major Disruption in the Use of Technology and Trademarks in the Insurance Industry

December 29, 2017

A major study recently emerged regarding insurance industry brands.

The Ghosts of Christmas Past, Present, and Future Haunt Insurers’ Use of Big Data and Algorithmic Tools

December 29, 2017

Watching as legislators, regulators, and policymakers’ consider what changes, if any, are necessary for insurers’ use of big data and algorithmic tools, is like being visited by the Ghosts of Christmas Past, Present, and Future.

When Innovation Meets Regulation

December 29, 2017

The rise of InsurTech — which brings technological innovations to the business of insurance — has recently had a significant impact on the insurance industry, including through advancements in cybersecurity tools, the introduction of blockchain, and the use of big data for underwriting and claims.

Bitcoin And Taxes: If Not HODLing, Consider Donating

December 19, 2017

A mantra among cryptocurrency investors is “HODL.” The phrase originated in a December 2013 post on the Bitcoin Forum message board by an admittedly less-than-sober investor attempting to announce his plans to “hold” on to his Bitcoin in the wake of a 25% drop in market price. At the time of his misspelled posting the price of per bitcoin was around $400.

Minimum Wage in the Many 'States' of California

December 17, 2017

Robust Transparency Requirements for Broadband Providers After FCC Vote

December 17, 2017

Custom Software Development: Practical Strategies to Get What You Pay For (Webinar)

November 3, 2017

Companies that do not understand the current trends and common pitfalls when negotiating software contracts may find themselves facing unexpected and unnecessary expenses and litigation. In this webinar, Eleanor Yost and Jack Clabby sit down with Michael Ritchie to discuss best practices for scoping and negotiating custom software and IT agreements.

SEC Files First ICO Enforcement Action

October 6, 2017

When High-Tech Cryptocurrencies Meet Low-Tech Scammers

September 27, 2017

The reality that cryptocurrencies are susceptible to online theft may surprise those familiar with the security promises associated with the blockchain technology underpinning virtual currencies like bitcoin.

NAIC Big Data Working Group Update

September 26, 2017

Regulators are hard at work considering insurers’ use of big data and analytics. The Big Data (Ex) Working Group, chaired by Oregon Commissioner Laura Cali Robison, adopted three charges for 2017.

OCIE Lessons From Cybersecurity 2 Initiative

September 26, 2017

On August 7, the SEC’s Office of Compliance Inspections and Examinations (OCIE) issued a risk alert containing observations from its Cybersecurity 2 Exam Initiative. As a follow-up to the 2014 Cybersecurity 1 initiative, the Cybersecurity 2 Initiative examined the cybersecurity preparedness of 75 SEC-registered broker-dealers, investment advisers, and investment companies (funds) for the period of October 2014 through September 2015. In its report, OCIE identified issues of continuing concern, and articulated some best practices recommendations.

The SEC Addresses Initial Coin Offerings

September 26, 2017

Are virtual coins or digital tokens created and disseminated using distributed ledger or blockchain technology “securities” under the federal securities laws? Maybe, depending on the facts and circumstances.

New York DFS Tightens Cybersecurity Gaps

September 19, 2017

Equifax takes no deposits and makes no loans, but New York now says that it, as well as all other consumer reporting agencies, must protect consumer data to the same degree as banks and other financial institutions.

Business Continuity and Disaster Recovery Checklist

September 6, 2017

Conducting a risk assessment and putting a business continuity plan in place now might mean the difference between hours out of operation and days out of operation.

Bullet-Point Update: Electronic and Federal Court Discovery Issues for the Week of August 13, 2017

August 31, 2017

Discovery tips for proportionality, deposition conduct, production and spoliation.

The Shared Economy

August 27, 2017

Should the shared economy be regulated and if so, how?

Blockchain Technology: Inevitable Disruption or Inflated Hype?

August 23, 2017

This article offers a high-level overview of blockchain technology and how it might impact industries such as finance, insurance, smart contracts, real estate and logistics.

Bullet-Point Update: Electronic and Federal Court Discovery Issues for the Week of July 31, 2017

August 21, 2017

Discovery tips for expert witnesses, sanctions, discovery costs, and corporate representative depositions.

Big Data: Insurance Innovation Regulation

August 17, 2017

The use of big data and analytics, and other innovative technologies, is transforming the way the insurance business is being conducted. This article describes some of the changes that are occurring and how regulators are attempting to keep pace with them.

The War Between PAGA and Arbitration in California Continues - This Time Employers Win

August 4, 2017

This decision reinforces the importance of employers utilizing arbitration agreements coupled with class action waivers in their employment agreements.

California Vacation Vesting Ruling Highlights Importance of Clear Policy Language

August 1, 2017

In Minnick v. Automotive Creations, Inc., the court reaffirmed an employer’s right to have a policy whereby a worker’s entitlement to vacation pay does not vest until after their first anniversary of employment.

Podcast: What is so important about blockchain?

August 1, 2017

It seems everyone today is talking about blockchain and cryptocurrencies. In this podcast, you're going to hear from David Adams, Matthew Kohen, and Justin Wales, who consult on these exciting emerging technologies.

Bullet-Point Update: Electronic and Federal Court Discovery Issues for the Week of July 24, 2017

July 31, 2017

Discovery tips for spoliation, proportionality, ESI costs, and boilerplate objections.

Are the Bad Old Days of Blind Stonewalling in Discovery Finally Coming to a Close?

July 21, 2017

This article compares blind stonewalling to what many consider contemporary best practices. It also provides case law you can use to support the “new way.”

Bullet-Point Update: Electronic and Federal Court Discovery Issues for the Week of July 14, 2017

July 21, 2017

Discovery tips for cloud computing, text messages, predictive coding and proportionality.

Your Apps May Be Selling You Out

July 12, 2017

While most people are vaguely aware, even if they are in denial, that their browsers give advertisers access to their search histories, they are probably unaware that information is being sold or given to third parties via the apps they use on their personal phones or mobile devices.

Fintech Firm Shut Down and Fined by the FTC

July 10, 2017

A financial technology firm and its CEO have agreed to pay $104 million to resolve the FTC’s allegation that they misled consumers into providing sensitive personal and financial information, which was later sold without ensuring compliance with the FTC Act.

Bullet-Point Update: Electronic and Federal Court Discovery Issues for the Week of July 7, 2017

July 7, 2017

Discovery tips for cloud computing, text messages, predictive coding and proportionality.

New York DFS Requests Information on Use of External Consumer Data and Information Sources in Life Insurance Underwriting

July 5, 2017

The New York DFS initiated an investigation into the use of external consumer data or information sources in connection with underwriting by issuing a Section 308 information request to all New York authorized life issuers.

Colorado Set to Regulate Cybersecurity Practices of Broker-Dealers and Investment Advisers

June 23, 2017

On May 15, Colorado became the latest state to publish major regulations tackling cybersecurity in the financial services industry when the Colorado Division of Securities released amendments to existing division rules previously proposed in late March 2017.

Eleventh Circuit to Weigh in on ‘Business Email Compromise’ Coverage Under Fidelity Bond

June 23, 2017

Banks have historically been at the forefront of technological advances in commerce. So it should be no surprise that they and other financial institutions were also among the first to suffer losses related to computer fraud and hacking.

GOOGLE Trademark Has Not Become Generic

June 16, 2017

The plaintiffs were two businessmen who had purchased 763 domain names that included the term ‘google’ accompanied by a specific search term such as ‘googlebarackobama.net’.

Catching Up on the Changing Landscape Regarding “Micro” Captive Insurance Companies and the IRS’s Strategy for Curbing Perceived Abuse

June 14, 2017

Starting with the 2015 iteration of its annual “Dirty Dozen” list, the IRS began an unprecedented crack down on suspected tax shelters using captive insurance companies.

New HHS Cybersecurity Preparedness Checklist

June 14, 2017

The Department of Health and Human Services’ Office of Civil Rights (OCR) recently published a checklist to guide HIPAA-covered entities and business associates.

California Federal Court Allows Indirect Purchasers of Securities to Sue Issuers for Fraud Under California Statute

May 2, 2017

A federal magistrate judge in California has allowed a securities fraud suit against a late-stage private company to proceed despite the plaintiff investors holding a security interest only through intermediary, single-purpose investment funds.

.Health: What You Need to Know About the Internet’s Newest Domain Name

April 25, 2017

On May 8, the new .health Internet top-level domain opens up to members of the health care industry and will be awarded on a “first-come, first-served” basis

7th Circuit Becomes First Appellate Court to Find Title VII Protects Against Discrimination Based on Sexual Orientation

April 4, 2017

On Tuesday, April 4, 2017, an en banc 7th Circuit became the first federal appellate court to find that prohibited sex discrimination under Title VII of the Civil Rights Act of 1964 (“Title VII”) includes discrimination on the basis of sexual orientation.

Scratching the Surface: The FTC’s Phishing Tips for Victim Companies Are a Good First Step but Companies Should Not Stop There

March 12, 2017

In one type of phishing, fraudsters impersonate your business when contacting consumers. Phishing victims think they’re giving information to your company — by phone or Internet —but instead give personal or financial information to the fraudster.

Are Class Action Waivers Enforceable?

February 10, 2017

The Supreme Court granted petitions for certiorari in three lawsuits challenging the legality of arbitration agreements that bar workers from pursuing class actions

Bullet Points on a Primer: The Quick Version of the Sedona Conference’s Data Privacy Primer

January 16, 2017

Privacy law began in 1890 when Harvard Law Review published “The Right to Privacy” by Samuel Warren and Louis Brandeis.

Cybersecurity Still Top FINRA Operational Risk

January 12, 2017

While FINRA acknowledges that there is no one-size-fits-all approach to cybersecurity, its 2017 letter reinforces its commitment to advising an approach grounded in risk management and effective control mechanisms for maintaining firms’ security and integrity.

FTC Brings Action Against D-Link in Ongoing Effort to Secure the Internet of Things

January 8, 2017

One area of concern for data privacy and cybersecurity professionals is the security of the Internet of Things, which refers to the digitally connected smart devices present in almost every aspect of our lives and growing exponentially in number every day.