Select Representative Matters For John Chapas

CORPORATE AND COMMERCIAL

• Negotiated and completed numerous global and domestic outsourcing arrangements, including for: (i) IT systems, databases and support, (ii) payroll and tax filing (with ADP and others), (iii) HR systems and onboarding (with WorkDay and others), (iv) 401(k) administrative services, (v) warehouse and inventory management, (vi) third party vendor management program to administer temporary staffing needs, (vii) loan servicing, (viii) care and disease management for members of a health insurer, (ix) voluntary benefits administration, (x) health coaching and wellness programs, and (xi) prescription benefit services

• Prepared contracts assistance guide and training for sales team and buyers (including company’s position on various issues when buying and selling product, acceptable terms, circumstances when legal counsel input is especially important, etc.)

• Prepared, advised and trained employees regarding corporate and compliance policies / procedures (including related to governance, BYOD, blogging, computer use, e-mail, human resources and other matters), and assisted in the development of compliance infrastructure and administration

• Extensive experience dealing with agreements related to highly sensitive data, such as customer personal information (GLBA) and health information (HIPAA)

• Completed a multi-million dollar advance payment arrangement for coal (including (i) creation of a security interest in as-extracted collateral, and (ii) purchase and lease of two (2) continuous miners)

• Worked with large health insurer to put together a work plan for standardizing purchase orders, acceptance, invoicing and related matters with its suppliers via an electronic secure website system (including drafting the click-through agreement for participants)

• Frequently assisted clients with: (i) procurement from, and service issues with, service providers, suppliers and other vendors, and (ii) sales to customers

• Drafted and negotiated numerous joint venture and similar arrangements

• Drafted and negotiated numerous settlement agreements between commercial parties

• Assisted numerous clients with creating form documents and procedures for contract process

• Assisted numerous clients with UCC (domestic) and Incoterms (international) issues regarding goods

• Worked with litigators, and managed litigation and disputes, including regarding breach of contract, acquisitions, fraud, intellectual property and employment

• Working knowledge of primary employer / employee issues, such as hiring, firing, employment contracts and non-competes

INFORMATION TECHNOLOGY, LICENSING, SOFTWARE AND DATA

• Represented start-up in joint venture, research and manufacturing arrangements with one of the biggest cell phone manufacturers in the world

• Represented developer in the creation, hosting and support of the global mobile app for one of the largest companies in the world

• Assisted national bank spinoff from global financial services company with numerous IT contracts, vendors and otherwise to permit the bank spinoff to stand on its own and have its own relationships

• Assisted management of a popular music group with development, hosting and support of the group’s mobile app

• Negotiated multi-million dollar joint venture whereby each party licenses technology to the other, joint research and development is performed, new products and technology are manufactured, each party has different support and marketing obligations, and with various royalty and payment streams going in each direction

• Assisted client with integration and consolidation of software, data and technology licenses, agreements and vendors as part of a multi-billion dollar merger

• Negotiated various licenses for a major University athletic department and its brand, including related to media / television production, ticketing and other matters

• Negotiated, drafted and completed significant technology work for a multi-national financial institution buyer’s multi-million dollar purchase of a business providing: (i) institutional accounting services and (ii) fund accounting and financial administration services to clients that require a daily net asset value or daily unit value to be calculated, including a transitional services, hosting and license agreement to allow use of the seller’s system and numerous home-grown applications, negotiations with numerous vendors providing third party software and SaaS services, and working with the client and seller to put various different practical business models into place to permit the business to operate on a short-term and long-term basis

• Frequently assisted clients with data security, privacy and other contract issues related to personal, health and other confidential information

• Negotiated multi-million dollar transaction to put electronic photo kiosks in stores of prominent eastern United States drug store chain client (deal on front page of Drug Store News)

• Negotiated numerous software licenses, SaaS, podcast, development, transfer, technology professional services, and related agreements for many public and private companies, including with such vendors as Microsoft, Oracle (Primavera), Reuters, Business Objects America, Riskmetrics, Integrity Interactive, Econometrix, InvestLink Technologies, i2 Technologies and Fiserv (Checkfree)

• Primary legal counsel for two software licensing vendors, including all licensing with customers

• Worked with vendor clients to develop and implement various website terms of use and sale “clickwrap” agreements across numerous industries, including for a social networking website (and dealing with the associated child predator issues and restrictions)

• Worked with clients regarding technology transfers and permitted technology uses for transition services related to acquisitions and divestitures

• Negotiated multi-million dollar arrangement with vendor to provide care management, healthcare analytics and decision support (including via SaaS services and telephone support) for eligible members

• Negotiated numerous software development (i.e. work for hire) agreements with various vendors

• Negotiated numerous data and analytics agreements with such vendors as Interactive Data, Bloomberg, Standard & Poor’s and Thomson Reuters

• Negotiated numerous system implementation, support and maintenance agrs. with various vendors

• Represented shopping mall owner in agreement for the provision of broadband internet products, services and teleconnectivity to numerous regional shopping malls in the eastern United States

• Created, assisted in implementing and/or provided training regarding Records and Data Management Programs for various multi-national corporations, a financial services family of companies, multiple nonprofits and other entities (including companies in the manufacturing, real estate, distribution, pharmacy, marketing, software and computer hardware businesses)

• At the request of both the General Counsel and the Chief Compliance Officer of a major national investment management family of corporations, prepared and presented records retention training to executive management, and then to the legal, compliance and audit departments (including a “train the trainers” session for future internal presenters)

• Prepared, discussed and dealt with issues relating to records management programs for various organizations, including dealing with BYOD, e-discovery, electronic records (such as e-mail and IMs) and suspension of records destruction upon litigation or investigations

MERGERS AND ACQUISITIONS

• Represented buyer in a multi-million dollar acquisition of substantially all of the assets of a conference call software and hardware provider in exchange for cash and stock of the purchaser

• Represented seller in the sale of multi-entity multinational coatings and refractories business out of bankruptcy

• Represented borrower in a multi-million dollar refinancing of secured subordinated debt (including successfully working with the senior lender, the existing subordinated lender and the new subordinated lender to come to a deal that worked for all parties)

• Assisted a technology company with a stock exchange tender offer to hundreds of other shareholders of a company affiliate

• Represented seller in $60 million sale of owner participant interest in a trust which owned part of a coal-fired steam electricity generating facility (including negotiating with approximately 15 note holders, numerous trustees and the lessee, FERC matters, HSR issues, state regulatory and other issues (with local counsel) and various changes to the structure of the deal)

• Represented lender in $100+ million workout of numerous secured loans (including related loan amendments / settlements)

• Oversight, negotiation and settlement of numerous indemnification claims related to acquisitions and sales, including for a multi-billion dollar acquisition

• Represented toy manufacturer buyer in multi-million dollar acquisition of a competitor’s toy manufacturing facility and business

• Represented seller in $50+ million sale of a mining business of a major United States manufacturer (deal referred to in various prominent publications)

• Represented global manufacturing company in $14 million sale of a diaper rash treatment business

• Represented multi-national financial institution in the $75 million sale of the leveraged trust beneficial interest in, and related charters of, 2 oil tankers (including coming to agreement with the remarketer, various trustees and numerous lenders regarding the debt, requirements of the transaction documents, buying out the remarketer and the replacement of various guarantees)

• Represented multi-national financial institution in the $25 million sale of the leveraged trust beneficial interest in 40 transit cars leased to a major public transit authority (including coming to agreement with the remarketer, various trustees and the lender regarding the debt, requirements of the transaction documents and the remarketer's ongoing interest)

• Represented departing limited liability company interest owner in successful business divorce, related redemptions and transfer of various franchises

• Represented financial institution seller in multi-billion dollar sale of retail bank, related companies, financial software and various loan portfolios (deal referred to in various prominent publications)

• Represented foreign buyer in the multi-million dollar purchase of the business and substantially all of the assets of a domestic electron microscope product and services company

• Represented debtor in million dollar sale of a manufacturing plant as part of a bankruptcy restructuring

• Numerous aircraft sales (of direct ownership and of beneficial interests), including of Gulfstream Aerospace G-IV, Bombardier Challenger 604, BAe 146 Series 300 and DHC-8-102 types of aircraft

• Represented seller in multi-million dollar divestiture of a manufacturing division

• Represented foreign-owned buyer in $30 million joint venture and asset purchase, which included (i) $10 million secured loan from the parent of a joint venture partner, (ii) $9.5 million assumption of existing bank financing debt with various new guaranties and collateral, and (iii) $6 million of additional bank financing debt with various new guaranties

• Prepared offering and RFP documents for proposed sales of businesses, interests and assets, and other business arrangements

• Represented seller in multi-billion dollar divestiture of multiple leasing divisions of a national financial services corporation

• Represented seller in sale of a bank branch office (and related deposits, loans, etc.)

• Represented asset management company in $7 million redemption of llc membership interests

• Assisted technology company with a million dollar private placement of shares

• Represented medical center in the leasing and financing of a Eurocopter SA 365N Dauphin helicopter

• Negotiated purchases and sales of 1000s of railcars and related lease transactions in separate transactions worth many millions of dollars for a major leasing company

• Represented buyer in purchase of all the shares of a meat packing products company

• Represented remaining shareholders and limited partnership interest holders in physician practice and realty limited partnerships business divorce