Technology lawyers focus on the development and finance of technology-based businesses. Technology lawyers are involved working with investors, start-up or later stage enterprises, venture capital investors, technology lenders and technology-oriented investment dealers in such matters as private and public financings; stockholder and employment matters; strategic alliances, partnerships and joint ventures; stock exchange listings; and mergers and acquisitions.
This often necessitates working closely over a long period with a technology business at all stages, from initial business and financial start-up plans to an IPO and beyond to such high-end matters as mergers and acquisitions or corporate governance.
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Business transactions could encompass a lot of things regarding business-related activities or undertakings – from the “birth” of a business company, in running its usual or normal operations, until its eventual peak, or maybe up to its eventual corporate “death”. Technology transactions are no different, however, with some things unique as an emerging and growing industry.
Technology transactions is a general term which refers to all transactions, activities, and legal pursuits for the establishment or in running a business which has a component of technology with it. Thus, the work of a technology transactions lawyer may also refer to a wide range of services in line with this broad reach of technology transactions, involving any of the parties or entities therein, namely, the developers, the distributors, and the customers. Some of the areas or types of technology transactions are the following:
First among the areas or type of technology transaction is financing a start-up technology business. A technology business may pertain to a software or systems development company, hardware production business, IT company, tech-assisting or customer relationship company, among many others. It involves finding possible investors and engagement of capitalisation methods through borrowings and loans.
At this early stage, the legal practice of a technology transactions lawyer starts – where financing would entail the need to execute or enter contracts, participation in negotiations for its perfection, and interpretation of the legal clauses and terms for business owners.
After financing, technology transaction now comes in through corporate structuring of the technology company. It involves forming the company system for the higher-ups, setting up company policies, establishing employee roles and responsibilities, etc. These may require transacting with government regulatory agencies for compliance purposes, and a technology transactions lawyer may assist technology companies with these processes.
When technology companies create products, or acquire existing ones, it must license these products in accordance with federal laws, which may involve government or public entities, and according to international conventions whenever applicable.
Products referred here may include e-commerce or online business platforms; software which are heavily influenced by intellectual property (IP) licensing; or digital media and content, such as mobile applications, video games, music recordings, TV shows or movies, etc.
In connection with licensing are licensing agreements with other technology companies for expansion and acquisition. Other agreements entered by technology companies may involve software development agreements; distribution arrangements; end-user license agreements; services agreements; collaboration and joint development agreements; among others.
With the specialisation of a technology transactions lawyer in this field and by relying on their services, clients entering into agreements are assured that their goals and interests are met or that they are not at the losing end in these agreements.
The bread and butter of technological companies are new and fresh ideas, products, and services offered for public consumption. These companies compete among themselves to race for the most updated and the most alluring trend nowadays. This is due to the fact that the internet-based and IT-influenced sector of technology is a fast paced one, and one must always be on their toes to keep up with it. Hence, intellectual property (IP) licensing and registration is an important part of technology transactions.
Whether it may be the company’s trademark, its patent, or a trade secret, a technology transactions lawyer may guide companies in registering these intellectual properties to be fully protected under the law from infringement.
A growing trend among technology companies are mergers and acquisitions (M&A). When circumstances permit, especially among smaller start-up companies, a merger becomes the best option to grow their value and acquire resources not available to one when operating alone.
In some cases, acquisitions may occur where a mid or large technology corporation buys-out or acquires a smaller technology company. Here, the acquired company (usually the smaller one) would either retain its original entity and brand, or may adopt its buyer’s, depending on which is more advantageous. As such, a technology transactions lawyer may represent either company in going through the process of M&A, especially in complying with numerous and overlapping laws and regulations on M&A.
Litigation or court actions under technology transactions may have different causes of action against the alleged offender. With regards to the court which has jurisdiction over the case, and the most applicable law granting the plaintiff the right to sue, it’s highly recommended to consult with a technology transactions lawyer. Below are the most common cases which are highly litigious in nature:
Since Canada does not have a single federal legislation governing technology transactions, it is carried out and regulated by other fields or areas of law through federal statutes, and by common law.
Since most technology transactions involve contracts, it would necessarily apply the general principles and doctrines of contracts law found in common law for most provinces and territories, and in Quebec’s Civil Code. Generally, it would impose upon the parties to diligently accede to the terms of the contract, especially when it has been bilaterally and consensually agreed upon, and any breach thereof would constitute liability on the violator.
Respective Canadian intellectual property (IP) laws may apply to technology transactions, such as the Patent Act, Trademarks Act, and Industrial Design Act. When inventions or new products are produced by technological companies, registration or licensing under these Acts may be pursued with the help of a technology transactions lawyer to afford these companies the legal protection against illegal use or infringement.
Different commercial and finance laws may apply in technology transactions. In a merger and acquisition, the Competition Act of Canada may have to considered since a merger or an acquisition may have to follow some procedures before it can be declared as a complete transaction. The provisions of the Canada Business Corporations Act (CBCA) may apply, especially with respect to the incorporation and corporate structuring of technology businesses.
Head down below for the list of the best technology transactions lawyers in Canada for any consultation or advice regarding your technology or IT businesses or transactions. Everyone below has reached Lexpert Ranked status.