Experience
Jonathan Rubens represents entrepreneurs and investors in new venture formation, equity financings, mergers and acquisitions, and commercial loan transactions, and he advises businesses on a wide variety of commercial transactions, intellectual property and data security and privacy issues.
Emerging Companies, Corporate, M&A
Jonathan has worked with many entrepreneurs and investors involved with technology startups and early stage companies. This includes setting up angel investment funds, advising on the capitalization of corporations and limited liability companies for new technology and online media businesses, drafting founder and adviser agreements, closing seed through C round equity financing transactions, structuring executive employment agreements and incentive compensation plans.
Jonathan also works with clients at the later stage of an enterprise, in finance and merger and acquisition transactions. His experience includes representing borrowers in lending and refinancing transactions involving loans up to $60 million and both buy-side and sell-side M&A transactions ranging from small asset sales to deal values up to $125 million.
Intellectual Property, Data Security, Privacy
Jonathan often works with companies on their trademark protection and trade secret protection strategies, and he counsels on data security and privacy issues. Jonathan was the editor of a small business web resource providing guidance in launching online businesses (www.safeselling.org) and he is currently the programming chair for the cyberspace law committee of the ABA's Business Section, which investigates issues at the intersection of business law and the continuing migration of business to the online world. He speaks to industry groups on compliance with payment card industry data security standards and state and federal data security regulation and privacy compliance.
Jonathan began his career as a litigator with a focus on corporate fiduciary duty, trade secret misappropriation, defamation and invasion of privacy, and copyright infringement. Before law school, Jonathan interned at the French small business administration, the Credit d'Equipment des Petites et Moyennes Entreprises, studying developments in small business lending and early-stage financing.
Representative Recent Transactions
Corporate Finance, Mergers and Acquisitions
Advised new real estate advisory business and regional affordable housing nonprofit agency in the structure of new shared-equity mortgage financing program.
Represented portfolio of traditional broadcast properties in commercial lending transactions ranging from $5 million to $20 million.
Represented new media investment company, investor in $1 - $5 million seed, Series A, Series B and Series C investments in online advertising and ecommerce companies.
Advised seller in $8+ million sale of assets of non-wireless products division of security technology company to public company competitor.
Represented seller, $20+ million sale to competitor of stock of SAP reseller and services business with heavily negotiated earn-out, escrow/holdback.
Assisted seller in $80+ million stock purchase of private equity-backed specialty food products manufacturing and distribution business by international public foods products distribution conglomerate.
Represented buyer in purchase of competing technology professional outplacement and executive search firm.
Represented online retail portal in $25 million seed, series A equity financing rounds with angel investors, strategic investor.
Represented company in $2 million Series A investment by strategic investor in closely held security technology company focusing on transportation and logistics businesses for international port infrastructures.
Represented closely held specialty food products sourcing business in $125 million + asset sale to food and agriculture division of international transportation and third party logistics company.
Intellectual Property, Digital Media, Data Security & Privacy
Advised several new online service providers on website terms of use, privacy policies, and data security compliance.
Defended publisher of specialty judaica in copyright infringement lawsuit.
Represented growing national restaurant chain in its efforts to expand its brands and protect them internationally, while challenging competing Asian trademark owners.
Advised heirs of famous film celebrity in efforts to launch merchandising campaigns using branded celebrity names and likenesses.
Advised children's new media and educational entertainment company in music licensing, character merchandising, and copyright and trademark protection strategies for new educational short films and DVDs.
Drafted numerous website development agreements and website contribution agreements for custom web development and interactive advertising agency clients.
Created series of custom web contribution agreements for networks of bloggers participating in new competitive market intelligence services company.
Real Estate
Represented developer and operator of health and fitness clubs in $50+million construction financing for new combination hotel and health and fitness facility, in multiple $25+ refinancings of existing health and fitness facilities.
Represented owner of downtown San Francisco high-rise commercial properties in several $25+ million refinancings.
Represented private developer and real estate investor in $15+ million refinancing of mixed-use commercial office park and retail plaza.
Represented developer and operator of multiple restaurant properties in negotiation of long term lease and construction financing for restaurant within the Presidio of San Francisco.
Advised real estate investment company and private real estate trusts in multiple 1031 exchange transactions.
Structured real estate investment fund for acquisition of co-ownership positions in private residential equity investments.