Practice Areas

Scott Soloway Esq.

Scott provides legal advice in the following substantive areas:

Technology commercialization.  Scott routinely reviews, drafts, and negotiates the following forms of agreements in connection with the commercialization of technology:

  • Nondisclosure agreements;
  • Alpha and beta license agreements, shrinkwrap, clickwrap, enterprise licenses, application service provider subscription agreements, source code licenses;
  • VAR, OEM and reseller agreements;
  • Distributor agreements;
  • Referral agreements;
  • Software development agreements;
  • Open Source agreements and consortia issues;
  • Marketing and strategic agreements and alliances;
  • Porting agreements;
  • Hosting agreements and service level agreements;
  • Software escrow agreements;
  • Assignment and assumption agreements;
  • Systems integrator agreements;
  • Consulting services agreements;
  • Website development agreements;
  • Website agreements – terms of use, privacy policies, acceptable use policies;
  • Outsourcing agreements;
  • Courseware development agreements;
  • Maintenance agreements; and
  • Subcontractor service agreements.

In addition, Mr. Soloway is the author of “The Business Deal: Software Consulting Agreements” in Drafting Consulting and Outsourcing Agreements, Massachusetts Continuing Legal Education, 1999.

Mergers and acquisitions.  Mr. Soloway has expertise conducting due diligence, negotiating letters of intent, drafting and negotiating purchase and sale agreements, and other relevant agreements, closing transactions, and integrating policies/procedures across acquired businesses.  In smaller deals (up to $10 million), he has drafted and negotiated the entire transaction.  In larger deals, he has provided a supporting role.  In addition, Mr. Soloway was a speaker on “Conducting Bullet-Proof Due Diligence” at The Fifth Annual Mergers and Acquisitions Forum in San Francisco on February 10, 2000.

Mr. Soloway represented the purchaser in the following closed acquisitions:

  • $15 million stock acquisition of a Java application development environment company by a publicly traded company;
  • $5 million stock acquisition of a visual basic add-on provider by a publicly traded company;
  • $5 million asset acquisition of the Brazilian distributor of a publicly traded company;
  • $3 million asset acquisition of the South African distributor of a publicly traded company;
  • $1 million asset acquisition of a waste remediation company by a newly formed corporation;
  • $21 million merger of a modem manufacturer into a diversified, publicly traded Canadian corporation; and
  • $130 million tender offer and merger of a publicly traded applications and services business in the insurance vertical into a diversified, publicly traded Canadian corporation.

Mr. Soloway represented the seller in the following closed dispositions:

  • $6.5 million asset sale of a trade show business;
  • $2.2 million asset sale by a publicly traded company of its U.S. computer reseller business;
  • $12.5 million sale of a computer reseller business of to a management buyout group; and
  • $2.5 million initial investment and subsequent stock acquisition of a consumer healthcare information company to a diversified, publicly traded healthcare company.

Employment law.  Scott has advised in-house clients on substantive areas of employment law and implementation of policies.  Representative areas of advice are the following:

  • Investigation of a race discrimination complaint lodged against supervisor;
  • Termination of senior level employees and negotiation of severance arrangements;
  • Implementation of policies opposing sexual harassment and electronic communications policies;
  • Negotiation of executive employment agreements; and
  • Review of employment manuals.

International law.  Mr. Soloway has negotiated a wide range of international agreements and advised clients in many countries, including:

  • Incorporated entities in Spain, Japan, South Africa, Brazil, Argentina, Czech Republic, Italy, and India;
  • Negotiated distribution agreements in Saudi Arabia, Ecuador, Costa Rica, and South Africa;
  • Terminated Managing Directors and employees in Germany, France, Austria, the Netherlands, England, Mexico and India;
  • Acquired and disposed of assets and companies – see mergers and acquisitions above;
  • Drafted and negotiated a complex joint venture corporation in Japan;
  • Oversaw outside counsel in separate pieces of litigation involving millions of dollars in damages in France, Germany and England; and
  • Negotiated a multi-million dollar sublicense of a remotely hosted application through a systems integrator to the Scottish Government.

Intellectual property protection.  Mr. Soloway has provided service to clients in the following areas of intellectual property protection:

  • Trademark licenses;
  • Clearance of marks for use as trademarks;
  • Intellectual property audits;
  • Preparation of trademark usage guidelines;
  • Cease and desist letters;
  • Trademark registration applications and oppositions;
  • Domain name assignments;
  • Domain name disputes, including UDRP arbitration;
  • Copyright registration applications; and
  • Defense of copyright and patent infringement claims.

Real property.  Mr. Soloway has reviewed, drafted and negotiated the following forms of agreements:

  • Real property leases;
  • Subleases;
  • Licenses to use; and
  • Subordination, nondisturbance and attornment agreements.

Corporate.  Mr. Soloway has provided the following representative services in the corporate area:

  • Formation of corporations and limited liability companies;
  • Negotiated and reviewed private equity financing transactions;
  • Corporate secretary function;
  • Negotiated and reviewed loan agreements;
  • Advised directors and officers on their fiduciary duties to the corporation;
  • Reviewed risk management programs and insurance;
  • Establishment of option plans and agreements and public company option exercise programs;
  • Reviewed company benefit programs;
  • Drafted executive employment agreements and change in control agreements; and
  • Incorporated companies and drafted shareholder agreements.

Securities. Mr. Soloway has provided the following representative services in the securities area:

  • Disclosure and reporting requirements, including drafting and reviewing current, periodic, and annual reports and proxy statements and Section 16 filings;
  • Advised directors and officers of publicly traded companies in connection with trading in their company’s stock;
  • Implementation of insider trading policies;
  • Implementation of policies and procedures to comply with Sarbanes-Oxley;
  • Corporate communications policies;
  • Representation of company at NASDAQ delisting hearing; and
  • Representation of company in connection with NASDAQ investigation of suspicious trading activity.