Representative Cases and Matters for David A. Menken

Our corporate lawyers represent foreign-based companies doing business transactions with U.S.-based companies. Here, David A. Menken acted as U.S. counsel to an Indian construction company in the negotiation and execution of a construction contract with a U.S. airplane manufacturer to build an aircraft maintenance facility at an airport in India.  

Our corporate lawyers represents shareholders in negotiations regarding, among other things, corporate management agreements dealing with capital contributions and the transferability of corporate stock. Here, David A. Menken represented the founder and principal shareholder of a consumer-products e-Commerce company in the negotiation of a shareholder agreement that established rules for the management of the corporation. David's work also ensured that the corporation's directors and officers not only worked effectively, but were mindful of the business goals of David's client as the primary shareholder.

A corporate lawyer cannot effectively represent a media company unless he or she understands the legal and business aspects of the media industry. Here, David A. Menken represented a New York media company in the acquisition of a consumer interest magazine. Purchase of an asset such as a magazine requires comprehensive due diligence as well as obtaining representations, warranties and indemnifications to ensure that the acquiring company has minimal risk that it is not purchasing a troubled asset.

As part of his work for clients, David A. Menken often facilitates foreign in-bound business investment by counseling clients on business formation issues, corporate governance and compliance with U.S. laws. In this matter, David acted as U.S. co-counsel for an Indian law firm that was establishing a U.S. business presence for a client based in India.

Representing a web-based concert and minor league baseball ticketing agency, David A. Menken drafted an on-line Terms of Service Agreement and a Privacy Policy for use on its web site in connection with sales of tickets and merchandise. The Terms of Service and the Privacy Policy were each drafted to provide maximum protection for the client, and to fully comply with local and Federal law, in an area of commerce which is rapidly evolving, both legally and technologically.

David A. Menken is corporate and technology counsel to a web-based aggregator and distributor of news videos. As part of his work, David seeks to assist his client to grow by means of attracting outside investment while at the same time keeping control of the business. David also serves as trademark and technology counsel to the client, protecting his client's unique business logo and proprietary software.

Representing clients as to social media issues is increasingly an important part of the firm's work. Here, David A. Menken represented a rock band in defense of a third party complaint to Facebook. The complaint prompted Facebook to disable its site in derogation of Facebook's own terms and conditions of service, thereby causing the band considerable loss of publicity.

Our Corporate and Intellectual  Property lawyers often work with clients in the development and marketing of a client's software products. Here, David A. Menken represented a White Plains software development company in the establishment of a joint venture with another company to develop and sell stock market analytical software to companies in the investment banking industry. Special attention was given to issues regarding ownership of the software product and the ability of David's client to maintain control over the final product and to market the product to non-competing industries.

McCarthy Fingar's Corporate and General Business lawyers have the experience and skill to deal with private-placement transactions. Here, David A. Menken acted as counsel to a New York broker-dealer in connection with a review of a Private Placement Memorandum issued by the broker-dealer's issuer-client. The purpose of David's review was to determine compliance of the Memorandum with the rules of Regulation D, issued under the Securities Act of 1933, for offerings of securities which are exempt from registration. David's advice gave needed comfort to the broker-dealer that its offer to investors to purchase the securities described in the Private Placement Memorandum complied with the safe harbor rules developed by the Securities and Exchange Commission for unregistered securities.  Failure to comply with the rules of Regulation D could result in a violation by issuer and broker-dealer of Federal laws requiring registration of securities which are offered for sale to the public.

If handled poorly, business disputes often lead to a dissolution of a business. Here, David A. Menken represented the interests of a co-owner of a business which builds and repairs custom guitars in a bitter dispute with his partner. As part of his work, David obtained for his client the exclusive ownership of the business. David also ensured that the deal preserved the company's important assets so that his client had the machinery and inventory necessary to successfully operate the company after the buyout.

When representing a client who wishes to sell a company, corporate lawyers must understand the different ways of selling a company, including a possible stock sale or asset sale. Here, David A. Menken represented a New York corporation on the sale of all of the assets of its office products business. David negotiated, among other things, securing payment of the purchase price by the personal guarantees of the buyer's principals and by a security interest for the seller in all of the assets of the buyer. David also helped obtain additional consideration for the sale of the business by negotiating limited non-competition agreements with the seller's principals.

Corporate lawyers necessarily deal with their clients' issues in multiple states and, sometimes, multiple countries. David A. Menken represented a California corporation on the purchase of assets of a medical billing company with offices in seven states in the upper mid-Western U.S. Following negotiation and execution of the asset purchase deal, but prior to closing, David negotiated loan and equity investment arrangements with a Chicago-based venture capital group that provided financing for the buyer to purchase and operate the business. David advises clients not only on the actual start-up or purchase of businesses but also as to the operation of the businesses going-forward.

As part of our work in representing clients on intellectual property issues, our lawyers often prepare and negotiate agreements on software licenses.  Here, David A. Menken assisted several real estate management companies on the review, negotiation and execution of license and maintenance agreements for custom software products. The software products were crucial to David's clients' residential management businesses. David brought value to the client and to the negotiations in different ways, including ensuring that the software complied with technical specifications and that the levels of support met the clients' requirements.

While high quality legal services often lead to a simple trademark registration process, third parties occasionally oppose registrations in proceedings before the Trademark Trials and Appeals Board (TTAB). When that happens, skilled Intellectual Property lawyers are needed to expeditiously knock down challenges and chaperone the trademark application through to registration. Here, David A. Menken successfully represented an applicant for a Federal trademark registration in a proceeding before the TTAB. The proceeding was brought by an entity that opposed registration of David's client's trademark.

David A. Menken developed a standard form of Software License Agreement for use by a diversity training company in connection with the license of app-based training modules to large law firms and Fortune 500 corporations. The standard form enabled the client to protect its proprietary software while avoiding the need to have attorney input into every deal the client secured.

Foreign companies seeking to enter the U.S. rely on McCarthy Fingar's Corporate & General Business lawyers to help them navigate the unique intricacies of the U.S. legal and commercial environment. In this matter, David A. Menken represented a German software development company that sought to enter the U.S. market to license logistics products to the shipping industry. David's services included establishment of the U.S. corporate entity, development of standard form license and maintenance agreements, and negotiation of one-off deviations from the standard forms.

Along with Federal protection of trademarks, McCarthy Fingar's Intellectual Property attorneys advise clients on the most effective methods for protecting their intellectual property rights. In this matter, David A. Menken evaluated the availability of trademark protection for the name and logo of a New York food services company and successfully registered the marks with the U.S. Patent and Trademark Office. 

Legal and businss work on intellectual property issues comes in many different shapes. Here, David A. Menken counseled an SAT test preparation company on copyright and other Intellectual Property matters for its in-class, on-line and book publishing businesses. As part of his work, David provided guidance to maximize the value of the client's intellectual property, including rights to use third party standardized test questions and answers. David also advised his client as to methods for protecting the client's own test questions and its teaching methods, as well as protecting books published by the client.

David A. Menken represented an author of fiction in the negotiation of an Author's Rights Agreement with a book publisher. David has successfully secured rights for his author clients to royalties for eBook and foreign editions and for other types of derivative works.

Intellectual Property lawyers sometimes represent software designers who have developed and wish to license or sell their software programs. Here, David A. Menken acted as counsel to a former IBM computer engineer who had developed a software program enabling doctors to objectively assess their patients' medical conditions. In return for an assignment of his interest in the program, David's client was offered a share in a company that had agreed to take the program to market and, hopefully, give him a considerable return on his investment. David negotiated terms of the investment, which included an employment contract, an equitable ownership interest, and assurances on resources to be used for product development.

McCarthy Fingar's Intellectual Property lawyers counsel clients on a variety of issues. Here, David A. Menken provided legal advice to a New York banking corporation as to contracts for data management, computer software licenses, hardware procurement and maintenance services. Issues for which David provided specific expertise included data privacy, Graham-Leach-Bliley Act compliance, warranties and indemnifications, trade secret protection, regulatory compliance and electronic funds transfer processing services.