Zoltan Papp is an experienced General Counsel providing services from start-ups to large public companies. His experience includes 25 years as in-house counsel, including many years as general counsel to a public, global technology company.

Zoltan’s diverse background and experience enable him to provide counsel across the spectrum of global business issues and company development from formation, business plan creation, corporate governance, private placements, global corporate and securities law, venture capital, business development, financial and operational, litigation, mergers and acquisitions, IPOs, intellectual property, employment law, bankruptcy, and all types of commercial transactions.

Areas of Practice

Venture Capital:

Identifying private offering exemptions

Private placement memorandums

Subscription agreements

Registration rights agreements

Investor rights agreements

Prepare and file exemption notices

Assist with registration of public offerings

Term sheets

Due diligence

Equity and debt instruments, including preferred equity, bridge loans and convertible notes

Advice concerning structure, incentive plans

Contracts (domestic-global):

Nondisclosure agreements

Software licensing

Software as a Service (SaaS) agreements

Patent and other IP licensing agreements

Distribution, OEM and VAR agreements

Marketing agreements

Purchase and Sale agreement

R&D agreements

Consulting agreements

Services agreements

IT agreements

Manufacturing agreements

Financing agreements, including securitization

Employment agreements

Commercial real estate transactions, including environmental law and regulatory compliance

Government contracts

Web page privacy policies and terms of service

Corporate:

Business entity formations – domestic to global, including strategic tax efficiency planning

Corporate governance model structuring

Stock purchase agreements

Shareholder agreements

Shareholder, member, Board meeting prep and assistance

Joint Venture formation

Strategic Alliances

Intra company agreements, such as royalty agreements, service agreements

Employee incentive agreements, including stock option plans

Sarbanes-Oxley compliance advice

Mergers & Acquisitions:

Advice on transaction structures and antitrust analysis

LOI and term sheets

Due diligence

Merger agreements

Stock or Asset Purchase agreements

Litigation experience (domestic to global, including arbitrations):

Product liability

Patent infringement

Trade secret

Indemnification

Employment

Commercial breach of contract disputes

Healthcare:

HIPAA/HITECH & Electronic Health Records

Stark Law, Fraud and Abuse, Anti-Kickback

Clinical Research and IRB’s

Bankruptcy experience:

Creditors Committee

Liquidating Trustee

Representative Cases:

  • Served as General Counsel of Tokyo Electron Limited, a publicly listed global company in the semiconductor sector, where Zoltan was responsible for all legal and intellectual property matters. He also formed the company’s venture capital entity and served as one of its officers.
  • Served on the Board of Directors of Lifeproof, a smart phone protection company, from its inception to its successful sale to Otterbox.
  • Serving as the outside General Counsel of Interpreta, a predictive health care analytics company that uses daily re-computation and interpretation of a person’s clinical and genomic data, including pharmacogenomics treatments, using actual DNA sequences.
  • Represented clients on creditors committees in the Spansion and Qimonda North America Chapter 11 bankruptcy cases, and served on the liquidating trust committee for the Qimonda North America and Qimonda Richmond liquidating trust following their bankruptcy.
  • Co-founder of Falkon Ventures, a venture capital fund that invests through the use of a mix of revenue-based financing and equity to minimize dilution and provide returns to investors during their investment.
  • Co-founder of Javelin Investments, the first foreign company to have a license to conduct investment banking management activity in mainland China.

Professional Memberships:

Texas, California, Michigan and Pennsylvania

Education:

Michigan State University College of Law (J.D. cum laude 1984)

University of Michigan (B.G.S. 1979)