Technology

Artificial Intelligence (AI) offers the promise of rapid technological advances, accompanied by market opportunity and novel regulatory and legal challenges. Ropes & Gray's extensive experience in data privacy, digital health, intellectual property, financial services, life sciences, health care and cybersecurity positions us to offer cutting-edge advice on the most complex AI issues. Representative matters include advising:

• Brightflag, an AI-powered legal spend and matter management technology provider to in-house teams, in its Series B investment.
• PolyAI, a London-based technology company with a state-of-the-art machine learning platform for creating conversational agent, in its Series B investment.
• Nuance Communications (NASDAQ: NUAN), a provider of speech recognition and artificial intelligence software, in its acquisition of Saykara, a developer of a mobile artificial intelligence assistant to automate clinical documentation for physicians.
• A mobile app developer on privacy compliance, including drafting a terms of use and privacy policy, for its AI-enabled mobile app that uses device inputs and sensors to detect early signs of Alzheimer’s disease and other neurological diseases.

Ropes & Gray has extensive experience representing corporate issuers, leading private equity firms and major investment banks in all aspects of capital markets financings. For more than a century, we have developed significant experience in all types of initial and follow-on offerings and in private placements. The breadth and depth of our attorneys’ knowledge allow us to effectively manage the capital markets process for our clients. Our capital markets experience includes representing:

• The lead underwriters in connection with the $1.9 billion IPO of Altice USA, Inc.
• The underwriters in the $511 million IPO of Endeavor Group Holdings, Inc.
• The underwriters in the $325 million IPO of EverCommerce, Inc.
• McAfee Corp. in its $740 million IPO.
• The lead underwriters in the $287 million IPO of nCino, Inc.

Our experience and integrated, cross-practice approach positions us at the forefront of the market, advising a wide variety of clients on the full range of matters related to digital assets, including fund formation and investing, securities laws (or SEC regulation), commodities laws (or CFTC regulation), enforcement matters and tax planning. Representative matters include advising:

• Sands Capital Management in the $250 million Series G financing for Nubank, the largest independent digital bank in the world.
• Pacific Investment Management Company LLC (PIMCO) in a $20 million investment and licensing agreement with Beacon Platform, Inc., a developer of cloud-based integrated data and financial analytics platform.
• Galaxy Digital, a global multi-strategy investment firm focused on digital assets and blockchain technology, in all aspects of its investment advisory business.
• Bain Capital in its $75M acquisition of FleetCor Technologies, a provider of fuel cards and workforce payment products and services in North America, Latin America, Europe, Australia and New Zealand.
• Blockchain Luxembourg SA, a cryptocurrency trading platform, in its $300 million Series C financing.

In today’s global and digital business environment, advances in technology have greatly increased the value of data as an asset, and regulation of data has increased its risk as a liability affecting individuals, businesses and governments worldwide. Ropes & Gray helps clients manage the full array of issues and matters that arise from the collection, use, storage, commoditization, disclosure, transfer and disposal of data. Representative matters include:

• Managed a global team of privacy and security experts providing advice to a U.S.-based technology company on privacy and security compliance relevant to planned expansion in Europe, the Middle East, Africa and Asia.
• Rolled out a global privacy policy, terms of use and a corresponding user dashboard for a popular suite of fitness apps, using teams of local counsel spanning five continents.
• Advised on the privacy and cybersecurity aspects of home automation systems, wearable devices and geolocation tracking components, including privileged security assessments (testing of both hardware and software), security vulnerability remediation, and the implications of the EU’s General Data Protection Regulation, among other areas.
• Obtained dismissal for Heartland Payment Systems of all class-action claims, and closure of all regulatory investigations, stemming from one of the largest computer cyberincidents ever.

Ropes & Gray offers the resources of a multidisciplinary team that can advise you on the most critical areas related to operating in the digital health market. In areas such as health care, privacy and data security, and technology, we have an unsurpassed perspective on the regulatory, privacy, business and financial considerations facing any company with digital health operations or aspirations. Representative matters include advising:

• A major international software technology company in connection with regulatory compliance issues relating to the development and operation of health information exchange platforms and infrastructure, including those under federal privacy and security rules.
• Epic Systems in a patent infringement case involving hospital digital health interfaces for controlling systems of IV medication delivery.
• Digital health companies in a wide variety of intellectual property matters, including portfolio development and strategy, and due diligence. We provide strategic advice in both the U.S. and Europe for product development and for protecting clients’ patents.
• Welsh, Carson, Anderson & Stowe in its acquisition of GetWellNetwork, Inc., a healthcare technology company providing interactive patient care and engagement solutions to hospitals and healthcare organizations.
• Cressey & Co. in its sale of Strategic Healthcare Programs, a web-based healthcare technology company.

Emerging Companies

Our emerging companies practice spans the entire life cycle of a company, from organization and incorporation, through venture, mezzanine and late-stage funding, to sophisticated financing and acquisition transactions for large, multinational companies. Our knowledge and experience allows us to understand and anticipate the legal and business needs of our emerging company clients and to foster valuable business relationships between these clients and interested investors. We also work closely with investors to advise on investments and support them in their ongoing relationships with portfolio companies. Representative matters include advising:

• Arbor Biotechnologies in a strategic research collaboration with Vertex Pharmaceuticals focused on the discovery of novel proteins, including DNA endonucleases, to further develop new gene-editing therapies for cystic fibrosis and other diseases.
• Genesis Molecular AI, an innovative biotechnology company engaging its proprietary molecular AI technology to transform clinical outcomes for patients, in a $52 million Series A financing round.

Venture Capital

In today’s economy, private financing is playing an increasingly important role in the growth of emerging companies. Through our life sciences, health care, technology, and energy & infrastructure practices we are familiar with the industries in which venture capital funds typically invest and understand the potential benefits and risks associated with investing in these areas. Representative matters include advising:

• Bain Capital Ventures in its in its $100 million Series F financing and investment round in Redis Labs, a private computer software company.
• Northpond Ventures in its $14 million Series A financing and investment round in Deep Lens, an AI-driven digital pathology company.
• Sands Capital Management in various minority investments, including Chime Financial, GreyNoise Intelligence, iRhythm Technologies, StockX, Vesper Technologies, and WireWheel.
• TPG Growth in various venture and growth capital investments, including:
  • its $35 million Series B financing and investment round in Noodles.ai, a leading provider of enterprise AI applications.
  • its cross-platform minority investment, which included TPG Growth and TPG Tech Adjacencies Fund, into Kaseya, a software company owned by Insight Partners.

With decades of experience handling complex matters for financial services and technology clients, our multidisciplinary team understands the issues facing fintech across the spectrum of payments technology, blockchain, artificial intelligence, cryptocurrencies and other digital assets, initial coin offerings, big data, insurtech, information technology, compliance technology, robo-advisors and P2P tech. Representative matters include advising:

• Deconet in drafting the first blockchain-transferable software license.
• Bain Capital in its agreement to sell a majority equity stake in Waystar to EQT VIII Fund and Canada Pension Plan Investment Board (CPPIB), a transaction valued at US$2.7 billion.
• Nordic Capital in connection with its co-investment with Ares Management LLC to acquire a majority stake in Trustly AB, a Swedish company offering e-Payment products for online merchants and electronic marketplaces.
• Noerr LLP on the sale of North Lane Technologies, formerly Wirecard North America Inc., to Syncapay, Inc., a holding company for payment technology and solutions companies, including daVinci Payments.

A cross-practice team of 280+ attorneys and technical advisors represents clients in transactions and litigation across a wide range of technologies: computer hardware and systems; cellular, wireless and Bluetooth technology; mobile devices and handheld electronics; wearables, digital health and medical devices; TVs, set-top boxes and monitors; and streaming devices and players. Representative matters include:

• Secured a denial of certiorari at the U.S. Supreme Court for long-time client TiVo Corporation—the latest win in its multi-year, multi-venue patent licensing dispute with Comcast.  

For over 150 years, our global intellectual property group has provided clients across the world with a broad spectrum of IP services, handling cutting-edge cases, transactions and other strategic matters. Whether the goal is protecting IP assets, forming a venture, securing capital, developing technology, issuing securities, licensing IP rights or making acquisitions, our IP team stands ready to offer cohesive and comprehensive guidance. Representative matters include advising:

• Atomwise, an artificial intelligence-based drug discovery company in a strategic five-target research collaboration with Sanofi, with potential payments totaling $1.2 billion.
• PathAI, a leading provider of AI-powered technology tools and services for pathology, on its intellectual property and data strategy in connection with various strategic partnerships.
• Calm.com, a software company offering meditation and sleep solutions in its subscription-based app, in a strategic partnership agreement with a pharmacy, care, and benefits solution provider.
• A global audio technology retailer in a strategic partnership with a direct-to-consumer hearing aid provider regarding self-fitting hearing aid technology.
• A global information technology company on intellectual property issues related to the separation of the company into two separate businesses, including structuring a trademark holding company, drafting template licenses and commercial agreements, and providing advice on strategy and enforcement processes post-split.
• World-leading technology companies on critical technology transactions, licensing, and IP strategy matters, including Vimeo, HP, Bose, Oculus, Twitter, Honeywell, Rovi, Bloomberg and Roku.

Recognized as leaders in the field, our M&A attorneys possess both extensive transactional experience and deep industry knowledge. We hold a strong track record of advising strategic investors and technology clients on a wide variety of corporate transactions, creating and implementing innovative deal structures driven by industry trends and evolving market terms. Representative matters include advising:

• McAfee in a sale worth over $14 billion to an investor group, named “Deal of the Year” by IFLR’s 2023 Americas Awards, and in a $4 billion sale of its enterprise business to a consortium led by Symphony Technology Group.
• HP Inc. in its acquisition of Poly Inc., an audio and video devices maker, in a transaction implying a total enterprise value of $3.3 billion.
• America’s Test Kitchen Limited Partnership, a leading food and culinary media business, in their acquisition by Marquee Brands LLC, a leading global brand owner, marketer and media company.
• Cinven in its $720 million acquisition of TaxAct and the subsequent business combination of TaxAct and Drake Software.
• Toast in its acquisition of Delphi Display Systems.

Our team advises on cutting-edge issues relevant to the semiconductor industry, including supply chain and international trade, standard-essential patents and IP portfolio analysis/assertion, Internet of Things, and 5G technologies. Representative matters include advising:

• Qorvo, a leader in radio frequency solutions, in:
  • several patent strategy, intellectual property, and technology matters in connection with its acquisitions of Decawave and Custom MMIC.
  • its acquisition of Decawave Limited, a pioneer in ultra-wideband technology and a provider of UWB solutions for mobile, automotive and IoT applications.
• Entegris, Inc. in its $1.15 billion acquisition of ATMI, Inc., including counseling on executive compensation and benefits matters.