Practice · Technology & IP

The value that is not on the balance sheet.

The work

Many companies hold data, processes, or software worth considerably more than their books reflect. The work is to turn that material into something you own cleanly and can build on: a protectable asset, a licensable product, or a transaction that closes without a question hanging over what was actually acquired.

Most of these questions are technical before they are legal. Who wrote the code, what a vendor kept, whether an open-source term quietly attaches conditions, whether a process is better held as a patent or as a trade secret. Getting the technical picture right is usually what settles the legal answer.

Representative matters

What the work covers.

Ownership and chain of title

Who actually owns the code, the designs, and the data. Founder and employee assignments, contractor and freelancer work that was never properly transferred, and open-source terms that attach conditions no one read. This is the first thing diligence examines and the most common thing to be missing.

Protecting the asset

Deciding what is worth protecting and how: trade secret, copyright, trademark, or patentable subject matter, and the confidentiality and access controls that keep a trade secret a secret. Protection chosen to fit the asset, not a form filed for its own sake.

Licensing and commercial terms

Turning software or data into a product: license and subscription structures, data and API terms, and the reseller, partnership, and other agreements that put it in front of customers on terms that hold.

Directing technical work

Scoping and supervising engineering teams in the United States and abroad, so that what gets built is owned cleanly, documented, and ready for the deal or the raise that follows.

Diligence and disputes

Intellectual-property diligence on either side of a transaction, and disputes over ownership, infringement, or a license that has broken down.

Why me

The advantage is the technical read.

My work outside the law was in technology, consulting, and directing engineering teams in the United States and abroad. That means I read the technical substance of a matter, not only the documents that describe it.

An ownership gap or an unprotected asset usually hides in how the thing was actually built: a contributor who was never signed, a dependency that carries conditions, a process written down nowhere. Those are engineering facts before they are legal ones, and finding them is the point of the work.

The same read turns into value on the other side. Material a company treats as overhead is often a protectable asset or a licensable product once someone looks at it that way. That is where this part of the practice tends to earn its keep.

Diagnosis before recommendation

What looks like a licensing question is sometimes an ownership problem, and what looks like an ownership problem is sometimes a document that was never signed. The recommendation follows the facts, not the first impression.

Built for the transaction to come

Most technology and intellectual-property work is eventually read by an acquirer, an investor, or opposing counsel. It is structured and documented from the start to hold up under that reading rather than to look finished.

Scope and fees

Scope, responsibilities, and fee structure are established in writing before work begins. Depending on the matter, engagements proceed on an hourly, fixed-fee, or phased basis.

Direct access to counsel

Correspondence, analysis, and strategic decisions come from me directly.

Common questions

What people ask first.

Who owns the code a contractor or freelancer wrote for my company?

Not necessarily your company. In the United States, work created by an independent contractor generally belongs to the contractor unless there is a written assignment of rights, and a work-made-for-hire label alone often does not cover software. The reliable fix is a signed assignment, and the reliable time to confirm it is before a financing or a sale, when the question surfaces at the worst moment. Missing assignments can usually be corrected, but it is far easier while the working relationship is still good.

Should I protect my software with a patent, a copyright, or a trade secret?

It depends on what the asset is and how it creates value. Copyright attaches to code automatically but protects the expression rather than the underlying idea. Trade-secret protection can cover processes and know-how, but only for as long as they are actually kept secret, which requires access controls and agreements rather than intent. Patents can protect certain inventions but are costly and public. The right answer is usually a deliberate combination, and choosing early tends to preserve options that are lost by default.

What intellectual-property issues should I clean up before raising money or selling?

Chain of title first: confirm that every founder, employee, and contractor who touched the product has assigned their rights in writing. Then open-source and third-party dependencies, license agreements that may restrict a change of control, and any trademark or domain not actually held by the company. Diligence tends to find these, and finding them yourself first is far cheaper than explaining them under a deadline.

Can the data my company already holds be turned into a product?

Often, though doing so lawfully depends on how the data was collected and what was promised at the time. The questions are whether the rights and consents allow the intended use, whether any of it is personal or otherwise regulated, and what the contracts it came under actually say. When those align, data a company treats as exhaust can become a licensable asset. The analysis is worth doing before building on the data, not after.

Most of the value is already there. The work is to make it something you own.