Ropes & Gray’s industry-leading software team is composed of attorneys from nearly every practice at the firm. We have significant experience representing software companies, retailers and their investors on a variety of legal issues pertaining to virtually every type of software and online application. Our attorneys have represented more than 125 software clients in over 300 software-related matters. In addition, in the past five years, we have been involved in more than 95 software-focused deals valued at over $100 million each, and more than a dozen software-related deals valued at over $1 billion each. Representative clients include tech companies SAP, Google, McAfee, HP, Nuance, Naver and Square, as well as investment firms Bain Capital, Charlesbank Capital Partners, Francisco Partners, TPG Capital, New Mountain Capital and Vista Equity Partners, among others.
In 2021, we were named a finalist in The Deal’s “Most Innovative Deal of the Year, Large Cap” category for our representation of Baring Private Equity Asia in its $2 billion acquisition of Virtusa Corporation, a global provider of software, digital strategy, digital engineering, and IT services and solutions.
Our attorneys have significant experience advising software clients on:
- Early-stage investments, including planning, operations, and FDA regulatory and compliance issues
- Internet regulation, including privacy and cybersecurity concerns; self-regulatory frameworks; social media issues, such as doxing; false advertising; and brand protection
- Forming a venture, securing capital and designing capital structures
- Tax issues for high-technology ventures
- Structured financings and privatizations
- Mergers and acquisitions
- Executive spin-offs, carve-out transactions and split-offs
- Outsourcing, including hosting and colocation agreements
- Marketing and distribution agreements
- IP licensing, royalty and joint development agreements
- Strategic patent portfolio counseling and IP licensing for complex technological assets
- Litigations involving intellectual property, including matters involving patents, trade secrets, trademarks, trade dress, copyrights and unfair competition
- Litigations and investigations concerning commercial, corporate and securities, antitrust, international risk and anti-corruption issues
Capabilities and Experience
Companies that develop or utilize software and need legal advice on the data privacy risks associated with data sharing, as well as funding, compliance and IP protection, turn to Ropes & Gray for assistance. Examples include:
- We represented the Decentralized Code Network in drafting and advising on a software license that can be recorded and transferred on a blockchain. This transaction was highly commended in the Financial Times Innovative Lawyer awards.
- We represented Dragoneer Growth Opportunities Corp., a SPAC formed by an affiliate of Dragoneer Investment Group, in its $690 million IPO, as well as its business combination with CCC Information Services, a SaaS platform for the property and casualty insurance economy.
- We represented a leading software company in a dispute against a world leader in data management. The dispute arose from alleged breaches of contractual obligations in connection with the potential purchase of software by our client from the adverse party.
- We advised several companies on the applicability of FDA regulation requirements to mobile medical device applications, message boards, and other social media platforms.
- We represented SmartLabs in raising $250 million in a Series B financing that will be used to help the company scale its operations to two million square feet within five years.
Enterprise software companies, their investors, and companies that utilize software and online applications benefit from Ropes & Gray’s cross-practice capabilities. We have significance experience advising clients across a wide range of strategic transactions and agreements. Examples Include:
- We advised McAfee, a device-to-cloud cybersecurity company that has set the pace and standard within the cybersecurity industry, in a definitive agreement to sell its enterprise business to a consortium led by Symphony Technology Group in an all-cash transaction for $4 billion.
- We represented Nuance Communications in the divestiture of its Health Information Management Transcription business and the Electronic Health Record Go-Live Services business.
- We represented the founders of TCP LifeSystems, a software solutions provider to life and pensions insurance companies, on their sale of the company to iPipeline UK, a leading provider of business intelligence to the UK life, pension and investment markets.
- We represented HP in its acquisition of Teradici Corp., a provider of remote computing software, as well as its $425 million acquisition of HyperX, the gaming division of Kingston Technology Company.
- We represented Bain Capital in its $750 million investment in Nutanix, a Nasdaq-listed cloud computing company. The Notes have an initial conversion price of $27.75 per share of the Company’s Class A Common Stock, subject to customary anti-dilution and other adjustments.
- We represented Francisco Partners and TPG Capital in their $4 billion acquisition of Boomi, a provider of cloud-based integration platform as a service (iPaaS), from Dell Technologies.
- We represented TPG Capital in its $1.6 billion joint acquisition (alongside TA Associates) of Planview, an enterprise software company providing portfolio management and work management solutions.
- We advised Deutsche Bank in connection with its role as financial advisor to Naver Corp., the 73% shareholder of Line Corp., in connection with a business integration of Line with Z Holdings Corp (formerly known as Yahoo Japan), a subsidiary of SoftBank Corp. The deal would combine the providers of two of Japan’s top QR code payment services.
Ropes & Gray has significant experience representing clients that are seeking to defend their software patents and services in current or future litigation or investigations. Examples of our experience representing clients in all manner of federal, state, and international regulatory and civil claims include:
- We achieved a victory for Square as petitioner in multiple inter partes review (IPR) petitions at the Patent Trial and Appeal Board (PTAB) filed against AnywhereCommerce. The PTAB found all challenged claims of AnywhereCommerce’s patents unpatentable. AnywhereCommerce did not appeal the decision, withdrew its suit in the Northern District of California and walked away from its claims.
- We represented SAP in a trade secret misappropriation matter involving analytics software.
- We filed two IPRs at the PTAB on behalf of Google in response to an infringement claim targeting Google’s “I’m Feeling Lucky” feature. In the final written decision issued, the Board found all challenged claims unpatentable. This win was affirmed by the Federal Circuit.
- We represented SkyKick, a global provider of cloud management software, in a matter concerning electronic mailbox migration services using cloud resources. The court not only denied BitTitan’s preliminary injunction motion, but also ordered BitTitan to show cause as to why the patent is not invalid under § 101.
- We represented SAP in a trademark action against one of its major competitors. Early in the litigation, the dispute was settled on confidential terms, resulting in the competitor’s cessation of use of the disputed mark.
- We advised a leading provider of cloud computing services in connection with an internal investigation of its sales practices in one of its international markets. The investigation included a review of anti-bribery compliance. We entered a very rare non-prosecution agreement with the SEC and received a letter of declination from the DOJ on behalf of the company.
- We investigated and prosecuted a major U.S. technology company for violations of the FCPA, resulting in corporate guilty plea and over $100 million in combined criminal and civil penalties and fines.
- We represented a company that operates an online ride-sharing platform in connection with an Article 78 petition in New York Supreme Court challenging a NYC Taxi & Limousine Commission rule
- We represented KIT Digital, a multinational video management software and services company, in a securities fraud class action and related derivative suits alleging that the company made materially false and misleading statements regarding its accounting controls, its ability to integrate acquired assets and that the company and certain former senior officers engaged in improper related-party transactions. Although the shareholder plaintiffs sought hundreds of millions of dollars in damages, we were able to settle the action on extremely favorable terms.