Brian Elliott, Attorney at Law

 General Counsel for Businesses

• Provide day-to-day general counsel services to internet, eCommerce, broadband engineering, internet service providers, software developers, hardware manufacturers, real estate investment firms, and footwear, apparel and consumer product manufacturers.
• Prepared business clients for first equity capital raise, early stage financing, convertible debt financing and private equity financing.
• Led deal teams though all phases of buy-side and sell-side Mergers & Acquisitions including establishing strategy, target evaluation, deal room preparation, creation of information memoranda and other marketing materials, due diligence, term sheets, LOIs, purchase sale agreements, negotiations, deal financing, closing mechanics and post-closing integration
• Represented clients in the negotiation and closing of numerous loan facilities both in periods of high growth and periods of distress.
• Structured and implemented international joint ventures, and formation of foreign representative offices and created international subsidiaries for US based companies and negotiated government/business business development partnerships.
• Provide wide range of business General Counsel services including, commercial real estate transactions, HR and employment policies and practices, Federal and State employment audits, employment based immigration, regulatory compliance, entity formations and management, corporate governance, advising board, and more.

Intellectual Property Solutions

• Registered numerous state and US federal trademark and service mark applications including responding to office actions, trademark renewals and trademark appeals. Assisted clients in obtaining and maintaining international trademark protection in China, Japan, Korea, Australia, Mexico and Canada.
• Represented clients in offensive and defensive trademark cancellation and opposition proceedings before the USPTO Trademark Trial and Appeal Board.
• Counselled technology developers on IP commercialization strategies including IP audits, portfolio valuation, acquisition strategies, licensing, assignments, internal IP disclosure and registration processes and education for developer and marketing teams 
• Represented foreign film producer and distributor with acquisition of worldwide rights for film development, established domestic US corporate presence and negotiations related to raising capital for film production.
• Provide wide range of business Intellectual Property services including, trademark advice and counselling, trademark search, competitive analysis, trademark registration, copyright registration, IP Portfolio management, IP rights enforcement and more.

Technology and Internet Law

• Structured, drafted and negotiated commercial technology agreements including, licensing, technology service agreements, technology transfer and assignment agreements, click through and click wrap agreements, website terms of use, privacy policies, ecommerce agreements, affiliate marketing agreements, co-marketing agreements, master service agreements, distribution agreements, non-disclosure and non-compete agreements, professional service agreements, software development agreements, hosting agreements, source code escrow agreements and others.
• Represented client in cyber dispute and against web development company under the computer fraud and abuse act and internet registrar under ICANN regulations for the improper withholding of DNS control to more than 500 business related domains. Resulted in release and transfer of all domains and business critical hosted data in favor of the client.
• Counselled blockchain entrepreneurs and crypto investors on regulatory framework, business structure, IP development, initial capital raise and risks associated with smart contracts and distributed ledger technology
• Represented clients in domain acquisition and domain transfer transactions including domain portfolio audits, marketing, negotiation and domain transfer mechanics.
• Advised Internet Service Providers, application developers, software developers and cloud computing providers and ecommerce companies on issues related to data privacy, spam law compliance, FTC/advertising compliance, false advertising, online torts, responding to subpoenas, customer data and data breaches.

Business Litigation and Dispute Resolution

• Lead trial counsel for complex commercial jury trial concerning misappropriation of trade secrets, breach of contract, deceptive trade practices and fraud resulting in complete defense verdict, favorable judgment on counterclaims and award of attorneys fees and costs.
• Lead litigation counsel for federal antitrust litigation concerning issues of patent misuse, inequitable conduct, and sham litigation involving globally recognized commercial product brands and top global retailers.
• Lead litigation counsel for real estate developer successfully defending and enforcing loan rights and obligations across a significant loan portfolio in a period of high distress. 
• Represented software development client against former executive related to the misappropriation of source code. Resulted in favorable pre-trial settlement ensuring the protection and security of intellectual property assets.
• Represented employers in many employment related disputes including wrongful termination, enforcement of post-employment covenants, state unemployment hearings, department of labor audits, EEOC and workers compensation claims.
• Represented real estate investors in real estate related disputes including commercial lease enforcement, commercial evictions, quiet title actions, homeowner association covenants and zoning enforcements, condemnation and eminent domain proceedings, property tax appeals.
• Provide case assessment, outside counsel selection, litigation financing options, settlement negotiation, strategic scenario analysis and litigation consulting.