Paul S. Ellis, Managing Member pellis@pelglaw.com

Paul Ellis practices in the areas of corporate and securities law, mergers and acquisitions, private equity, angel and venture capital finance, general business advising and the representation of emerging growth companies. He has represented companies ranging from start-ups to multinationals, as well as funds, investment banks and individual investors. Paul counsels on issues including corporate and LLC structuring and formation, early-stage company financing strategies, securities offerings and securities laws compliance, joint venture and strategic partnering relationships, employment and consulting arrangements, option plans and mergers and acquisitions. He has practiced in industries including software/IT, internet/new media, telecommunications, healthcare, manufacturing, banking and financial services, retail and consumer products, apparel and entertainment, and is regularly involved in cross-border matters. His mergers and acquisitions expertise ranges from smaller transactions in the software/internet space to major transactions involving companies in the technology, international money transmission, entertainment and consumer products industries.

Paul has extensive public speaking experience on legal issues, having spoken at conferences and on panels presented by organizations including the New York Academy of Sciences, Columbia University, the MIT Enterprise Forum, the National Science Foundation, the National Money Transmitter Association and the New York Software Industry Association (NYSIA). Paul is a founding board member of the New York Technology Council (NYTECH), an organization dedicated to promoting and supporting the technology industry, and leads a bi-monthly panel for NYTECH on the legal issues facing technology companies.

Education

J.D., Georgetown University Law Center, 1994
American Criminal Law Review

B.A., Harvard University , 1988
Magna Cum Laude

Prior Work Experience

Winston & Strawn LLP
Donovan, Leisure, Newton & Irvine
United States Office of Special Counsel, Public Affairs Director
United States Senate Committee on Governmental Affairs, Staff

Terence F. Brennan, Counsel
tbrennan@pelglaw.com

Terry Brennan's practice focuses primarily on a wide variety of general corporate, business and commercial matters for businesses at all stages of development, including entity structuring and formation matters, securities, private equity and non-traditional financing arrangements, shareholder, executive employment and other business agreements and arrangements, technology transfer and licensing agreements, and manufacturing, supply and distribution agreements. His clients include emerging and established technology, manufacturing, digital media, simulation, healthcare and entertainment companies, as well as investors in those companies, in transactions that commercialize innovation and reward capital risk.

Terry has extensive licensing experience in complex patent, database, integrated systems and medical device transactions, and, in these areas, has represented IBM, Baxter, Siemens, Wang Laboratories, and Harris Corporation, as well as many emerging companies entering into strategic commercialization relationships. He also has represented several large public and private university systems in joint ventures and technology transfer transactions involving the licensing of patent portfolios and related financing arrangements.

Terry speaks regularly on corporate, private equity, intellectual property and licensing matters. He is a member of the Business, Intellectual Property and Entertainment and Sports Law Sections of the New York State Bar Association and the Florida Bar. He is a member of the New York and Florida Bars and is admitted to practice before the United States District Courts for the Southern District of New York, the Middle District of Florida and the Southern District of Florida.

Education

J.D. Georgetown University Law Center, 1979
Editor, Georgetown Law Journal

B.S., M.S., State University of New York at Albany, 1974

Prior Work Experience

Holland & Knight
Roetzel & Andress
Vice President and General Counsel, IBAX Healthcare Systems
Assistant General Counsel, Macmillan Publishing Company

 

Julie K. Horowitz, Counsel
jhorowitz@pelglaw.com

Julie Horowitz practices in the areas of corporate and securities law, general business and corporate counseling, mergers and acquisitions, venture capital finance, the representation of startup and emerging growth companies and the representation of activist investors in proxy contests. She has represented both public and private companies of varying sizes and structures in a diverse array of industries. She has also represented lenders, venture capitalists, investment bankers, and investors in corporate and securities matters. Representative corporate work includes angel and venture capital financings, lending transactions and similar matters, structuring stock option and other employee benefit plans, employment agreements, buy/sell agreements, joint ventures, partnership and LLC operating agreements and related documents, advising clients regarding choice of entity, public and private equity offerings, registration statements and private placement memoranda. In addition to her experience in corporate law matters, Julie also has practiced in the areas of commercial real estate law, including loan workouts, restructures and foreclosures, and bankruptcy law representing a number of creditors committees and debtors in Chapter 11 filings.

Education

J.D., New York University School of Law, 1985
Order of the Coif; American Judicature Society Prize; Articles Editor, Journal of International Law and Politics; Law Revue

B.A., State University of New York at Albany, 1982

Prior Work Experience

Cravath, Swaine & Moore
Kramer Levin Naftalis & Frankel LLP
Camhy Karlinsky & Stein
Citicorp Real Estate Inc.

 

Barbara A. Wood, Counsel
bwood@pelglaw.com

Barbara Wood practices in the areas of corporate and securities law, general business and corporate counseling, mergers and acquisitions, licensing transactions, venture capital and corporate finance, and the representation of emerging growth companies. She has represented public and private companies ranging from start-ups to mature multi-billion dollar companies, as well as executives, individual investors, and lenders. Representative matters include mergers and acquisitions for small and mid-sized companies, licensing, collaboration and strategic alliance transactions, and debt and equity financings. Barbara counsels on issues including corporate governance and compliance, entity structuring and formation, early-stage financing, joint venture and strategic partnering relationships, employment and consulting arrangements, option plans and corporate policies and training. She has practiced in industries including biotechnology, media and communications, internet/new media, publishing, technology, manufacturing, apparel and entertainment, banking and financial services, and retail and consumer products and she was the general counsel for a publicly-traded biotechnology company.

Barbara has been a board member of the New York Biotechnology Association, a trade association dedicated to the development and growth of New York State based biotechnology related industries and institutions.

Education

J.D., Columbia Law School, 1987
Harlan Fiske Stone Scholar; Editor, Journal of Law and the Arts

B.A., Connecticut College, 1984
Magna Cum Laude

Prior Work Experience

Senior VP, General Counsel and Secretary, OSI Pharmaceuticals, Inc.

Squadron, Ellenoff, Plesent & Sheinfeld (now Hogan Lovells)

 

Paul Model, Of Counsel
pmodel@pelglaw.com

Paul Model practices in the areas of corporate and securities law, licensing, joint ventures and other strategic alliances, financing of privately held companies (through venture capital investments and otherwise), mergers and acquisitions and general corporate representation. He has represented a broad range of clients, including public and private companies, investment and commercial banks, investment funds, and nonprofit organizations. Paul has extensive experience in the fields of drug development, medical technology and the life sciences. Paul’s areas of expertise include:

- Licensing and Strategic Alliances. Paul has experience with all types of patent licensing and intellectual property arrangements. He has negotiated license and development agreements in fields ranging from biotechnology to computer software. He has also advised clients on strategic alliances that go beyond licensing to include joint ventures, minority investments, exclusive supply and distribution arrangements and other strategic relationships.

- Financing of Private Companies. Paul has represented both issuing companies and investment funds in venture capital and other financings. He has extensive experience with a full range of financing techniques, including convertible preferred stock, bank loans and other debt financings, forward commitments for equity and debt, "down rounds" and shareholder documentation.

- Drugs and Medical Devices. Paul has advised clients and negotiated agreements in all phases of the drug and device development process, from basic research at academic laboratories through clinical trials. His experience ranges from advising small “start up” enterprises through negotiation of licenses with multinational pharmaceutical companies. He is also familiar with the regulatory framework of the drug and device development process.

Paul is a member of the Committee on Science and Law of the New York City Bar Association, and the Board of Trustees of Hampshire College. He has given presentations and participated in workshops on licensing and strategic alliance transactions.

Education

J.D., Harvard Law School, 1982
Graduated Magna Cum Laude

B.A., Hampshire College, 1979

Prior Work Experience

Davis Polk & Wardwell
Emed Technologies Corporation, General Counsel

 

Jessica Friedman, Of Counsel
jfriedman@pelglaw.com

Jessica R. Friedman has practiced copyright, trademark and literary property law in New York City for over two decades.  Her clients include technology, publishing, e-commerce and entertainment companies as well as individual authors. Among the matters Ms. Friedman handles are agreements concerning copyright ownership, use and transfer, such as software development and licensing agreements, content licenses in all media, publishing agreements for authors and small publishers and collaboration agreements for co-authors; Web site development agreements and terms of use; fair use analyses; domestic and international trademark clearance, prosecution, licensing, and policing; joint venture and joint development agreements, acquisitions, and other corporate transactions; direct marketing matters, such as compliance with advertising, CAN-SPAM and fax laws; pre-publication review of manuscripts for libel and other legal issues; and matters related to the rights of privacy and publicity. In an earlier life as a litigation associate, she represented clients in copyright and trademark infringement litigation, including the plaintiffs in the precedential case of Childress v. Taylor, 945 F.2d 500 (2d Cir. 1991). 

Jessica has lectured and chaired panels on intellectual property, publishing and new media issues in various venues, including the Practising Law Institute, the New York City Bar Association, where for several years she chaired the panel on Current Developments in Copyright Law, New York University School of Law, and the New York Technology Council  (formerly the New York Software Industry Association). She also has written many articles on copyright, trademark and other intellectual property matters.

Education

J.D., Yale Law School, 1984

 

B.A., Princeton University, 1981

Summa Cum Laude, Phi Beta Kappa

 

Prior Work Experience

Fried, Frank, Harris, Shriver & Jacobson

Deutsch, Klagsbrun & Blasband (previously Linden and Deutsch; now McLaughlin & Stern)

Reboul, MacMurray, Hewitt, Maynard & Kristol (now Ropes & Gray)