Richard Lyons, a partner in the firm, is a corporate, securities and intellectual property (IP) attorney. He is Chair of the firm’s Food and Beverage Industry Group, and a founder of the Intellectual Property Practice Group and the Green Business Practice Group. In addition to providing legal services in the areas of his expertise, he acts as outside general counsel for clients that do not have legal departments. His legal practice has been in two main industry areas: food and beverage, and technology and entertainment.
Richard is experienced with business operations, organization, financing, and mergers and acquisitions, including choice of entity, corporate governance, shareholder agreements, equity and debt financing, distribution and vendor agreements, covenants not to compete, and employment agreements. He has represented companies and investors in venture capital and angel funding rounds throughout his career. He enjoys working with founders and senior management of entrepreneurial private companies.
Richard has worked extensively with food and beverage companies, primarily those in the natural and organic industry, for more than 20 years
He is experienced with trademarks, trade secrets, copyright and patent licensing. This IP expertise has led to representation of businesses involved in feature films, music and the media. With a background in computer programming pre-law school, Richard has also had substantial legal experience advising software and online companies.
Richard was a co-host of The Wendel Forum, Wendel Rosen’s weekly radio interview program that aired Saturday mornings on 960 KNEW AM Radio in 2012 and 2013. Past episodes of the program are hosted on the Green Business Practice Group’s blog at www.TheWendelForum.com.
Food & Beverage
Richard has worked extensively with food and beverage companies, primarily those in the natural and organic industry, for more than 20 years. Most of these companies are manufacturers or sellers of their own branded products for national or international retail distribution. They use a variety of distribution channels, including direct to consumer, major and specialty distributors, and food service. Many of them sell through major online retailers and have their own online retail stores. Many have their own production facilities, but some use co-packers. Others co-pack or private label for third party brands. Still others are investors in the industry, ingredient suppliers, growers and distributors.
One of the greatest benefits of his knowledge of industry practices – the unwritten lore of how business is conducted. This knowledge informs his legal advice.
In addition to the general business law work described below, he is particularly experienced with the contracts that are particular to this industry, namely, co-pack or contract manufacturing agreements.
Technology & Entertainment
Richard has worked with software companies throughout his legal career. In fact, he was a coder before he went to law school. As the license of software products morphed into cloud based software-as-a-service (SAAS) during the past 10 years, his experience has followed suit. Companies that he has worked with have their own branded business software products, have branded and unbranded SAAS, and develop software for others. They include various database and enterprise wide products. As more and more companies expanded to include internet business or were formed as internet-only businesses, he became familiar with their special needs.
Richard’s work with technology companies and his participation in music (see “Affiliations” tab) led him to work with entertainment companies, usually at the intersection of technology, creative work and intellectual property. One of his clients has performed sophisticated creative CGI work for more than 30 feature films. Another is a nationally known performance group with a broad range of entertainment and educational activities.
LEGAL PRACTICE AREAS
Fundamental to Richard’s experience is handling the “business of the business.” That includes various aspects: the selection of a legal entity (corporation, LLC , LP or joint venture) from the perspective of governance, financing and tax treatment; the structuring and issuance of equity ownership, including equity incentives TO EMPLOYEES, and debt instruments for the business; the proper governance of the company over time, including advising the board of its fiduciary duties, shareholder elections and treatment of conflict of interest situations; and the “exit” event, usually the sale or merger of the company.
Securities & Venture Capital
Richard has done countless private exempt securities transactions for clients with founders, accredited investors, venture capitalists, private equity, family offices and strategic investors. He is very familiar with disclosure and registration requirements under state Blue Sky and federal securities laws. He has advised clients on their private placement memoranda many times, stock purchase agreements, structuring investor preferential returns, representations and warranties, and the related ancillary agreements – Letter of Intent, Investors Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, Shareholders Agreement, and Amended & Restated Articles of Incorporation, and side letters. He has represented both companies and professional investors in these transactions.
Richard’s work with food and beverage companies has made him experienced with their special issues, such as maintaining and protecting the value of their consumer brands, and with the specialized contracts that these companies enter into, such as those for co-packing and contract manufacturing. He understands the co-packer’s desire to protect its proprietary manufacturing processes and the company’s desire to be able to manufacture its product if it works with another co-packer. He is also familiar with FDA labeling requirements. He has worked with firm litigators in responding to the increasing frequent claims by class action attorneys that some aspect of a product’s packaging, website text or other marketing materials misleads consumers or violates FDA rules. Similarly, he is familiar with the requirements of third party certifications, such as Organic, Non-GMO and Fair Trade. He has also worked on product recalls and product recall insurance coverage issues.
Intellectual Property (IP)
Richard’s IP work usually involves trademarks, copyright, trade secrets, confidential information and patent licenses. He advises clients concerning the selection and clearing of trademarks, the protection of trademarks and infringement issues. A company’s trademarks represent its brand equity, which may be the asset with the greatest value for consumer packaged goods companies. Accordingly, he believes that the initial selection of a trademark or company name should be done with proper attention to the effect on long-term value. When a competitor claims infringement or when a company claims that a competitor is infringing on its trademark, Richard advises the company on the appropriate course of action.
Richard’s IP work also involves preparation and review of online terms and conditions for use of a vendor’s website and confidential information policies. He has negotiated and drafted many software licenses and software development agreements. He finds that his experience as a former coder helps him understand the substance of the license or development project.
Mergers & Acquisitions
Another important part of Richard’s practice is in the field of mergers and acquisitions. In the past two years, he has handled M&A deals, primarily on the seller side, ranging from $2,000,000 to more than $150,000,000. The buyers have generally been public companies. The sellers have included companies in the software, consumer goods, and branded food product industries. The work for sellers has involved the negotiation of letters of intent, sales agreements (including structuring payment, extent of representations and warranties, limits on indemnification, and breadth of non-competes), shareholders agreements, and founders’ continuing employment agreements. A key part of this work is preparing a company for sale by making sure its corporate records are in order, that its contracts are in writing, and that its intellectual property is owned and protected.