Transactions

We represent clients in all types of transactions, including mergers and acquisitions, joint ventures, asset and stock sales, strategic alliances and collaborations, spectrum sales and leases, public and private offerings of debt and equity, fiber agreements, acquisitions of telecommunications services and networks, and restructuring. We also have substantial experience negotiating tower and site leases, retransmission consent agreements, interconnection agreements, time brokerage and local marketing agreements, and consulting or management agreements.  Our professional staff is highly skilled in due diligence and assessing risk and opportunities presented in a transaction.

 

Regulatory

We have a deep and broad understanding of the Federal Communications Commission (“FCC”) and the people, process and policies that govern telecommunications, mass media and technology regulation. In particular, we advise clients on how to navigate the FCC's processes and use creativity to achieve desired results. We routinely counsel clients on regulatory compliance issues, enforcement, complex licensing matters and competition issues before the FCC, Department of Justice, Federal Aviation Administration, Federal Trade Commission and Department of Commerce, and participate in proceedings that alter the regulatory landscape. Our attorneys obtain new or modified licenses, special temporary authority, consents to assignments and transfers of control of FCC licenses, experimental licenses, equipment authorizations, and modifications to television and radio allocations. We prepare and file periodic reports, tariffs, license renewal applications, substantial service showings and regulatory fees. We also counsel clients on ongoing regulatory compliance issues, including those related to must-carry, broadcast of political and other advertisements, contests, lotteries, and indecent, obscene or other program or service issues. We help formulate policy and manage coalitions before the U.S. Congress, FCC and other foreign, federal and state administrative agencies, utility commissions, franchising authorities and organizations.

 

Legislative

We understand the connection between business and government, and know how to assist corporations, governments and others as they interface throughout the world. We develop strategic and tactical plans at all levels of government to achieve client objectives. We also have experience in drafting Congressional testimony and preparing legislative witnesses for governmental hearings, coalition forming and management including management of media and other consultants, lobbying, including direct or supportive advocacy, drafting and analysis of legislation, participation in administrative and legislative hearings, and monitoring legislative, executive branch and regulatory proceedings.

 

Antitrust and Competition

Our attorneys are called upon to evaluate the competitive consequences of proposed transactions and help structure these transactions to comply with antitrust, ownership concentration and competition laws, including obtaining (or contesting) antitrust clearance or other approvals (including Hart-Scott-Rodino Act compliance) from the Department of Justice, Federal Trade Commission, Federal Communications Commission and state enforcement agencies.

 

Copyright and Trademark

Our attorneys administer trademarks and advise clients on the protectability of marks and logos, and the proper procedures for obtaining trademark and service mark protection and registrations. In addition, we provide our clients with day-to-day advice regarding potential infringement of their copyrights and trademarks, and we advise our clients regarding possible infringement of the copyrights and trademarks of others. We have experience with the cable compulsory license and the rights of broadcasters and others who desire to stream media over the Internet.

 

Litigation

Our attorneys provide assistance in communications-related litigation by prosecuting and defending actions, obtaining appellate or Supreme Court review of trial court, agency or Congressional actions, arbitrations, bankruptcies and receiverships. We also serve as expert witnesses. Before the FCC and other agencies, we represent clients in license revocation proceedings, audits, complaints, show cause proceedings and other investigations.

 

Corporate Finance and Securities

We provide a range of corporate formation and finance advice. We assist in preparing the legal and regulatory risks sections of 10-K and 10-Q forms and with other securities reporting obligations. We represent financial investors and underwriters performing due diligence on FCC licensing and policy matters and monitoring FCC proceedings. We have developed an excellent network of relationships with the financial community including underwriters, investment banks, merchant banks and commercial banks as well as venture capitalists and individual investors.

 

Non-Profit and Tax Exempt Organizations

Our attorneys represent public broadcast stations, educational institutions, trade associations and cooperatives. We advise clients on matters before the FCC and Congress, including spectrum auctions for non-commercial applicants and underwriting considerations. We negotiate EBS excess capacity lease agreements and licensing agreements for broadcast programming. We also help guide public broadcasters making the transition to digital television and can help evaluate commercial proposals for the use of digital television spectrum for the distribution of data or to provide Internet access. We advise clients on tax issues such as unrelated business income tax and the receipt and substantiation of charitable donations. We structure and obtain federal and state tax-exempt status determinations and prepare organizational and transactional documents for educational institutions, associations, non-profit corporations, partnerships and joint ventures.

 

Real Estate

Our attorneys have the expertise to provide specialized services in a wide range of matters related to the needs of telecommunications service providers and users of telecommunications services and infrastructure. We negotiate tower and rooftop site leases and licenses, agreements to wire or provide wireless services to offices or residential locations, and agreements for the purchase, sale or installation and location of towers and other antenna supporting structures. We also counsel clients on zoning issues and access to rights-of-way.

 

International

We have expertise in assisting in the privatization and liberalization of telecommunications infrastructure, including structuring regulatory systems, drafting legislation and ensuring competitive access to facilities through regulation, litigation and arbitration. Our attorneys also can help obtain FCC licenses for the provision of international telecommunications services and satellite landing rights in the United States.