François G. Laugier's Representative Experience Practice Area: International, Mergers & Acquisitions Key Issues: Acquisitions (For Buyer) Client Type: Foreign Publicly-Traded Naval Technology Company Description: Represented a publicly-traded French company developing underwater exploration equipment in its acquisition of California-based software company. Key Issues: General Legal Advice to Angel and Venture Capital Investors Client Type: Silicon Valley Investors Description: Advised angel investors and venture capitalists in due diligence, fund formations and various corporate issues related to their investments or investment vehicles. Practice Area: Real Estate Key Issues: Acquisition of Landmark Building in Silicon Valley Client Type: Silicon Valley entrepreneur Description: Represented a Silicon Valley entrepreneur and led the team that negotiated on the entrepreneur's behalf the acquisition of a landmark building downtown Redwood City. Key Issues: Corporate Restructuring; Inversion ("flip") of Company
Client Type: Digital Media Company Description: Represented European technology companies in their corporate structure inversion ("flip") resulting in the existing foreign company becoming the wholly-owned subsidiary of a newly formed US entity. Negotiated with existing shareholders and investors, drafted all US documentation, and supervised tax advisors and foreign counsel. Practice Area: Intellectual Property, Patent Prosecution, Licensing and Litigation Key Issues: Patent Transfer Client Type: University Professor Description: Negotiated for a Berkeley University professor s transfer of patented technology to a publicly-traded company. Practice Area: Copyright, Trade Dress and Trademark Registration, Intellectual Property, International Trademark Key Issues: Formation Through Late-Stage Growth of DSL Solutions Company Client Type: Mature Private Software Company Description: Served as general corporate counsel to a startup founded by a Silicon Valley veteran and Stanford University professor. We represented the company in all aspects of incorporation, licensing to hardware and software companies, employment issues, domestic and international registration of trademarks, multiple rounds of financing, Sarbanes-Oxley compliance counseling, and negotiation of multi-year, multi-million dollar license to national and international providers in the communications industry. Practice Area: Copyright, Trade Dress and Trademark Registration, Corporate Transactions, Intellectual Property, International, Mergers & Acquisitions Key Issues: Outside General Counsel from Formation to Acquisition Client Type: Software Company Description: Represented a US public company in its $3.5 million asset purchase of a Swiss company s equipment and technology used in the manufacturing of women's apparel.9). Organized and represented a software company specializing in wireless communications software. Drafted and negotiated all bundling, joint development and distribution contracts with US, European and Asian partners. Prosecuted US trademarks. Handled a $ 17.5 million cash acquisition by the US public company.
Key Issues: Foreign Investment in Silicon Valley Software Company Client Type: Institutional Investor Description: Represented a Swiss bank in its acquisition of privately held shares of a Silicon Valley-based high tech company. Key Issues: International Stock Option Plans Client Type: Private Information Technology Companies Description: Represented several bi-national companies in the drafting and implementation of their Stock Option Plans. Practice Area: Intellectual Property, Mergers & Acquisitions Key Issues: Acquisition (For Sellers) Client Type: Selling Shareholders in Acquisition Description: Represented the shareholders of French software company in the sale of their stock to a NASDAQ-traded corporation. Practice Area: International, Mergers & Acquisitions Key Issues: Acquisition (For Buyer) Client Type: Publicly-Traded Foreign Biopharmaceutical Company Description: Represented a European public corporation in it's $28.5 million cash and $18 million earn-out acquisition of a California-based manufacturer of leading biopharmaceutical storage and transport technology., Intellectual Property Key Issues: Formation and Growth of Clean-Tech Company Client Type: Clean Energy Company Description: Represented an established European solar company (PV and thermal) in the organization and growth of its multi-state US operations. Created a library of contracts for all business purposes, Stock Option Plan, trademarks and assisted them in building their corporate team.
Practice Area: Business And Commercial Litigation, International Key Issues: Settlement of Commercial Dispute Client Type: Spinal Implants Manufacturer Description: Represented a French manufacturer of spinal implants in a commercial dispute with a US distributor. Coordinated development of the case, prepared international discovery and drafted motions with company executives and local co-counsel. Result: Obtained a favorable settlement for our client. Key Issues: Organization of Business Entities Client Type: Software Development Company Description: Responsible for all aspects of the organization of a software development company using the labor of Russian software engineers. Key Issues: Technology Licensing Client Type: Microprocessor Design Company Description: Responsible for all aspects of organization and legal work associated with a microprocessor design company. Represented the company in negotiations with contractors, developers and venture partners. Practice Area: International, Mergers & Acquisitions Key Issues: Acquisition (For Sellers) Client Type: Voice Over IP Software Company Description: Represented a French software company specializing in IP telephony in its $14 million stock acquisition by a US public company.
Key Issues: Organization of Business Entities Client Type: Semiconductor Company Description: Handled all aspects of the organization of a semiconductor company specialized in boards, image compression components and VHDL macro functions dedicated to communication, multimedia and real time fields. Key Issues: Trademark Client Type: UK Internet Company Description: Represented an English internet company in the purchase of a US domain name and in related trademark matters. Practice Area: Mergers & Acquisitions Key Issues: Acquisition (For Seller) Client Type: Tour Operator Description: Represented a Palo Alto tour operator in its $5.4 million and earn-out acquisition by a Florida-based travel industry consortium., Intellectual Property, International Key Issues: Formation Through Late-Stage Growth of Internet Company Client Type: Private Internet Company Description: Represented a Silicon Valley veteran in the organization of a new venture dedicated to Internet data mining. Organized corporation as investment vehicle for seed financing. Represented corporation in Series A through D Preferred Stock Issuance and coordinated financing from multiple international sources. Drafted technology licenses, a Stock Option Plan and agreements, employment contracts, and International (US, EU, Japan, Mexico, Canada) trademark applications. Practice Area: International Key Issues: Joint Venture; License Agreement Client Type: Public Coporation Description: Represented a subsidiary of a French public corporation in all aspects of negotiations of European joint venture and license agreements with US entities. Negotiated a comprehensive agreement with a leading
semiconductor manufacturer for the design, manufacture and distribution of an internet appliance developed for the European market. Key Issues: Start-up Financing Client Type: Venture Capital Company Description: Represented a venture capital company in the $2.4 million equity financing of start-up corporation. Key Issues: Organization of Business Entities Client Type: Clean Tech Entrepreneur Description: Assisted a Silicon Valley entrepreneur in the formation and representation of a California LLC developing and managing alternative fuel stations (E85 and Biodiesel). Practice Area: Business And Commercial Litigation Key Issues: False Advertising, Unfair Business Practices, Organic, Cosmetics, Natural, Certification, Federal Preemption, FDA, USDA Venue: San Francisco District Court Client Type: Defendant French Certifier of Organic Cosmetics Description: Dr. Bronner's Magic Soups sued Ecocert, a French company that certified natural and organic cosmetic products pursuant to a standard approved by the French Government, and numerous cosmetic companies in a complaint that alleged that the cosmetic companies claimed that their products were "organic" when they allegedly were not. The plaintiff alleged that Ecocert s certification standard was misleading although it was publicly available and approved by the French Government. Following numerous attempts to state a valid cause of action, the California Superior Court dismissed the case on the grounds that plaintiff lacked standing to bring the claims. The plaintiff thereafter filed a Lanham Act claim in Federal court which made the same types of allegations made in state court. Ecocert's position throughout was that it certified products based on a life-cycle assessment of a firm's cosmetic ingredients, and that it certified products pursuant to a publicly available standard, approved by the French Government, which was posted on the web in a multitude of languages, including English. Result: The state court case was dismissed after the plaintiff was given numerous opportunities to amend its complaint to attempt to state a valid claim, due to its lack of standing to bring the claim. In essence, Dr. Bronner was unable to show that it was harmed in any manner that would allow it relief under California State law. In
federal court, the case was dismissed as to Ecocert on two grounds: a) Federal preemption (U.S.D.A. administered a national organic program that occupied the regulatory arena), and b) Ecocert and Dr. Bronner were not competitors, as required to state a claim under the Lanham Act. In addressing the publicity that arose from the litigation, RMKB also assisted in helping the public to understand that plaintiff's goal was to impose its view of what an "organic" standard should upon the rest of the commercial world, a standard that did not reflect the views of governmental regulations or most consumers. Key Issues: Organization of Business Entities; Commercial Contracts Client Type: Aircraft Maintenance Company Description: Responsible for all aspects of organization, domestic and international legal work associated within an aircraft maintenance company set up to assure the maintenance of a leading aircraft manufacturer fleet.