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Representing the Games Industry Client 2014


Speaker(s): Alexa L. Morgan, Dan Offner, Daryl Pitts, David S. Rosenbaum, Dona J. Fraser, Gitta D. Kaplan, Greg Roussel, James Alan Cook, Jeffrey Lapin, Jim Charne
Recorded on: Oct. 22, 2014
PLI Program #: 50559

Daryl Pitts is an interactive software executive who previously worked as a video game producer at notable publishing companies such as THQ and Activision. In 2002, he struck out on his own and founded his own video game development studio, Kung Fu Factory.

As owner and Executive Producer of Kung Fu Factory, Mr. Pitts is responsible for the overall operations of the company including production scheduling, HR, finance/accounting, and legal. Furthermore, he oversees the computer programmers, designers, 3D animators, and other engineers and creative artists that compose his 50-person team.

Mr. Pitts graduated from UCLA in 1992, with a degree in International Economics, and Japanese. Mr. Pitts lived in Japan for 5 years, and is fluent in the written and spoken language.

About Kung Fu Factory
Based in Los Angeles, Kung Fu Factory is a mobile and console video game development studio that works on both licensed and original properties. Established in 2002, the company specializes in crafting top-quality character animation driven experiences, with compelling game play, and robust online and F2P live services. Formed by childhood friends, Daryl Pitts and Ricci Rukavina, the collective talent at Kung Fu Factory came from high-profile video game studios where they developed major franchise titles. The company now develops and co-publishes its own properties on various platforms, including their latest #1 iOS and Android mobile game Adventure Time: Card Wars.


David S. Rosenbaum counsels clients in the video game, interactive entertainment, motion picture, television, publishing, licensing and merchandising, and amusement industries.  David has a wide-ranging international law practice, advising clients from around the world in matters such as developing and publishing games and related technology licensing; mergers and acquisitions in the game industry; licensing of brands, character, comic book, entertainment and sports properties; film and TV distribution; and book publishing.

David has practiced law in the entertainment industry since 1981. Prior to entering private practice in early 1993, David spent over twelve years at Paramount Pictures, where he counseled on a wide variety of legal matters ranging from production, marketing and distribution of motion pictures to licensing and merchandising of character and entertainment properties. In 1986, he was promoted to Vice President of Legal Affairs for Paramount’s Marketing Division and was in charge of the legal and business affairs of Paramount’s Licensing Department, where he played an active role in all aspects of Paramount’s global licensing operations.

Since entering private practice in 1993, David has represented leading publishers and developers of video and computer games, as well as property owners licensing game/digital rights. Doing business in the entertainment industry in the 21st century means doing business on a global scale, and David is regularly called upon to represent clients in dealings with their business partners throughout the world.  David has represented and continues to represent companies based in the United Kingdom, Ireland, Europe, Israel, Canada, Japan, Australia and New Zealand, who have retained him to represent their interests in the United States as well as US-based companies which conduct business around the world.

David is a Co-Founder and current President of the Video Game Bar Association. He is a frequent lecturer on legal and business issues in the video game industry at game industry events such as the Game Developers Conference GDC Europe, E3, Australian Game Developers Conference, AnimFx (New Zealand), as well as at events sponsored by the Practicing Law Institute, Loyola Law School, Southwestern Law School, Beverly Hills Bar Association, California Lawyers for the Arts and the Santa Monica Bar Association. From 2007 to 2011, David was as an Adjunct Associate Professor of Law at Southwestern Law School, teaching Video Game Law.

David received his B.A. from The George Washington University in 1976 and his J.D. from Benjamin N. Cardozo School of Law in 1980. David is admitted to practice law in New York and California.


Dona Fraser is Vice President of the ESRB Privacy Online program, which helps companies ensure they are in compliance with the growing complexity of privacy protection laws in the United States and Canada, European Union (EU), Asia-Pacific region and South America. In this role Ms. Fraser advises member companies (e.g. Nintendo, Activision, Sony and others) on how to overcome the everyday practical hurdles that video game and social networking companies face in developing and implementing responsible online privacy practices. She works closely with member companies on compliance with privacy protection laws in the U.S. and abroad, including COPPA, CAN-SPAM, PIPEDA, and various E.U. laws while helping companies develop sound information practices that foster consumer confidence in an online environment. Under Ms. Fraser’s direction, Privacy Online has expanded to include an E.U. Seal as well as develop best practices in the areas of mobile apps, social networking, downloadable games, behavioral advertising and much more. She earned her Juris Doctor from Brooklyn Law School.


Greg Roussel concentrates his practice on mergers, acquisitions and other strategic transactions involving technology companies. He has extensive experience with clients in the social networking, software, electronic game, and mobile application sectors. Greg also counsels companies on corporate governance matters and takeover defenses.

Some of Greg's representative transactions include:

  • Over 40 acquisitions for Facebook
  • Multiple acquisitions for Dropbox
  • VeriSign's merger with Network Solutions
  • Macromedia's merger with Adobe Systems
  • ScaleIO and Data Domain’s merger with EMC
  • Bytemobile’s acquisition by Citrix Systems
  • TellMe Networks's acquisition by Microsoft
  • Lexar Media's merger with Micron Technology
  • VeriSign's Jamba! joint venture with News Corp./Fox Entertainment Group
  • Ngmoco's acquisition by DeNA
  • VeriSign's sale of its payment processing business to EBay
  • Photobucket's acquisition by Fox Interactive Media
  • BioWare Corp.'s acquisition by VG Holdings (an Elevation Partners entity)
  • Supercell’s strategic investment from SoftBank and GungHo
  • Elevation Partners’s investment in Yelp!
  • VeriSign's sale of its registrar business to Pivotal Private Equity LLC
  • The acquisitions of Newtoy, Area/Code and Astro Ape by Zynga
  • The acquisitions of Clicker Media and Dotspotter by CBS Interactive
  • Capcom's acquisitions of Cosmic Infinity and Blue Castle Games
  • Glu Mobile's acquisition of China MIG
  • Electronic Arts's acquisition of Rupture and other acquisitions and strategic investments

Greg led the Fenwick team in representing Facebook in its acquisition of Instagram, which was honored in 2013 as the “Global M&A Deal of the Year” by Global M&A Network. In 2012, Greg was named ‘Top 20 Under 40’ list by the Daily Journal for his outstanding transactional work and track record in recent years, including his role of lead counsel for Facebook. Also in 2012, the Daily Journal recognized Greg in the list of ‘Top 100 Most Influential Lawyers in California’ for his involvement in transactions that had a broad legal or industrial impact.

Greg received his undergraduate education at Southern Methodist University, graduating with a B.A. in economics and a B.B.A. in finance in. He attended the Vanderbilt University School of Law, graduating with a J.D. Greg was an editor of the Vanderbilt Law Review.

Emphasis

Mergers and Acquisitions


Jeffrey Lapin, 58, is the President of Tech Coast Angels - Los Angeles.  He has invested in over 20 start up companies, and serves on many company boards.  He also advises several companies.

From May 2009 through December 2010, Mr. Lapin served as the Chief Executive Officer Atari, S.A., a French public company that develops and publishes online and boxed video games and related applications.

From January 2007 through April 2009,  Mr. Lapin served as a Director and Chief Executive Officer and President of RazorGator Interactive Group, an ecommerce company which sells secondary event tickets and related services.  RazorGator is a VC funded private company.

Mr. Lapin served as a private consultant to several companies from May 2004 through December 2006, including In-Fusio Group, Riverdeep, Ubisoft, Capcom, and Four Queens.
 
From November 2002 through May 2004, Mr. Lapin served as a Director and Chief Executive Officer of Take-Two Interactive Software, Inc. (NASDAQ: TTWO), a developer and publisher of interactive entertainment software (sales of $1.2 billion).

Mr. Lapin served as Vice Chairman of THQ Inc. (NASDAQ: THQI), a developer and publisher of interactive software from October 1998 to November 2002, served as Vice Chairman and Chief Operating Officer of THQ from August 2000 to November 2002, and served as a Director of THQ from April 1995 to November 2002 (sales of $600 million).

From July 1996 to October 1998, Mr. Lapin served as President of House of Blues Hospitality, Inc. and Executive Vice President of House of Blues Entertainment, Inc.

From May 1986 to June 1996, Mr. Lapin served in various executive capacities with Starwood Hotels & Resorts and its predecessors (NYSE: HOT), most recently from January 1995 to June 1996 as President and Chief Operating Officer, and From May 1991 to January 1995 as President and Chief Executive Officer.
 
Prior to his employment at Starwood, Mr. Lapin was an attorney with Mitchell, Silberberg and Knupp in Los Angeles.  Mr. Lapin received a B.A. in economics from U.C.L.A., and a J.D. from Loyola Law School.   Mr. Lapin serves, and has served, as a Director of several for profit and nonprofit entities.


Jim Charne is a Wisconsin, California, New York, and New Jersey lawyer, whose practice is at the intersection of intellectual property, entertainment, technology, music, and commerce.  His experience in software, video games, and other technology-based entertainment extends back to the earliest days of the category.  He began his career in the 1970’s, in those pre-computer days of dial telephones, tabulators, and AM top 40 radio, at CBS Records and Arista Records, both in New York.

Jim was the first President of the Academy of Interactive Arts and Sciences (interactive.org).  He has been recognized as a "Most Valuable Player" by the International Game Developers Association (igda.org), is the recipient of three awards from the Game Audio Network Guild (audiogang.org) for work on behalf of games industry composers; organized and led all-day legal and business tutorial programs 15 times at the annual Game Developers Conference (gdconf.com); and served as liaison between the Interactive Academy and IDGA, and Washington counsel, in drafting an amicus brief filed on behalf of games industry talent in Brown v ESA (564 U.S. 786 (2011)).  In Brown, the Court, in a 7-2 decision written by Justice Scalia, recognized video games for the first time to be fully protected First Amendment expression on equal footing with literature, dramatic productions, motion pictures, and other creative works.

Jim is a regular speaker on interactive entertainment topics at Practicing Law Institute's (pli.org) March entertainment law program in New York, and is a professional responsibility co-presenter at the Videogame Bar Association's (vgba.org) annual May summit in Los Angeles at UCLA Law School.

In late 2015, Jim joined Gerard Fox Law, with offices in Los Angeles and New York City as Of Counsel.  He maintains his solo practice in Madison, WI and can always be reached at charne@sprintmail.com, or by Skype at jimcharne.


Dan Offner has 25 years of experience as a lawyer and entrepreneur.  He has been an outside general counsel and deal lawyer for small, medium, and large companies in the technology and interactive entertainment industries.  He has done hundreds of M&A deals, incorporations, financings, technology, and content deals, and has and has built and led numerous legal departments and deal teams for domestic and international clients.  He is also an active angel investor and board member who appreciates the challenges of being an entrepreneur and a businessman.

Dan began his legal career working as a lawyer for his father, Elliot Offner, an artist, sculptor, printmaker and typographer (www.elliotoffner.com). 

He then worked for the outside general counsel’s office for the Teenage Mutant Ninja Turtles and Eric Carle (the author and illustrator of The Very Hungry Caterpillar) before starting Offner & Anderson, P.C. in 1995, which he built into the largest interactive entertainment law firm in the industry before its acquisition by Nixon Peabody in 2006.

In the interactive entertainment industry, Dan represented THQ, Ubisoft, Konami, sciEidos, Sony Computer Entertainment, Warner Music, Gameloft, Emergent Game Technologies and Trion as well as private equity firms and other investors active in the videogame space.  From 1995 to 2012, Dan did some of the major transactions for his clients, such as Ubisoft’s acquisition of Redstorm (the Tom Clancy games) and The Learning Company Entertainment Assets, which included Myst and Prince of Persia, Trion’s deal with the SciFi Channel for a game that was both a tv show and a massively multiplayer online game, and the purchase of Harmonix by the private equity group Columbus Nova.

Following the merger of Offner & Anderson with Nixon Peabody, Dan took up the position of capital partner and Deputy Practice Group Leader of Nixon Peabody’s Venture Practice Group, and then Practice Group Leader of its IP Transactions Group.  In 2010, he was recruited by Loeb & Loeb LLP to head Loeb’s interactive entertainment practice.

Dan left the partnership at Loeb in 2012 to pursue his entrepreneurial dreams and goals.

Shortly after leaving Loeb at the end of 2012, Dan began working with Oculus VR, Inc. in 2013, and quickly became Oculus’ sole outside general counsel through the closing of the Facebook Oculus transaction at the end of July in 2014.   He has founded his law firm O&A, P.C.  (www.oandapc.com) and an angel investment firm  (www.blue-heron-ventures.com) to provide to other startups the services and help that he provided to Oculus as its outside general counsel and angel investor.


Gitta Kaplan served as Deputy General Counsel at Majesco Entertainment Company, a developer, marketer, publisher and distributor of interactive entertainment located in Edison, New Jersey for the past 4 years.   In her position, she oversaw business negotiations and agreements, protection and management of the company’s intellectual property, corporate governance, litigation, and day-to-day employment and other legal issues.  As of the beginning of this year, Gitta is serving as General Counsel of Mamiye Brothers, an apparel company located in New York. 

Prior to joining Majesco, Gitta worked in the New York office of the law firm Proskauer Rose.

She received her law degree from New York University School of Law and completed her undergraduate education at Rutgers University, where she graduated as a member of Phi Beta Kappa with highest honors.   Gitta is admitted to the bar in New York and New Jersey.

In her spare time, Gitta spearheads a lawyers’ pro bono program through Sephardic Bikur Holim, a non-profit mental health and social service agency.  She lives in New Jersey with her husband and two children.


Jamie has been an attorney and executive in the interactive entertainment and personal computer industries for more than 36 years.

Jamie goes back-and-forth between being in private practice and serving as in-house counsel for some of the most innovative companies in the interactive entertainment and personal computer industries.

  • Jamie is currently General Counsel and SVP, Business & Legal Affairs for OL2, Inc., a cloud-streaming technology company and video game service provider, where he manages legal and business affairs for the company’s worldwide consumer and enterprise service offerings, as well as the protection and exploitation of the company’s technologies and related intellectual property rights.
  • From 2010 – 2012, he was General Counsel and EVP, Business & Legal Affairs for Gaikai Inc., a leading cloud technology innovator that became a Sony Computer Entertainment company in August 2012.
  • From 1993 – 2003, he was General Counsel and EVP, Business & Legal Affairs for The 3DO Company, creator of the world’s first CD-ROM based interactive entertainment system, and served as a Director of the company’s subsidiaries in the U.K. and Japan.
  • From 1981 – 1984, he was VP & Counsel for the original Atari, Inc., then a wholly-owned subsidiary of Warner Communications, Inc., managing legal and business affairs for the company’s video game, personal computer and international divisions, and the company’s IP portfolio, regulatory approvals, and joint venture manufacturing operations in Hong Kong.

Jamie’s “insider” knowledge, acquired since the earliest days of the video game and personal computer industries, and practical advice regarding evolving legal issues, have attracted leading publishers, platform licensors, software developers, content owners, technology creators, semiconductor designers, and consumer electronics manufacturers in the U.S., the U.K., France, Germany, Italy, Brazil, South Africa, Japan, Hong Kong and China to seek his counsel, negotiating skills and drafting expertise.

Jamie graduated from Dartmouth College (Magna Cum Laude and a member of Phi Beta Kappa) and from the University of Pennsylvania Law School.  He has been admitted to practice law in California, Pennsylvania, and the District of Columbia.


Alexa Morgan is a founder and Partner of Fox, Wang & Morgan P.C.  Her practice focuses on virtually all areas of employment law before both state and federal courts, as well as administrative agencies.  She regularly handles employment litigation matters involving complex wage and hour class action issues, workplace discrimination, harassment, and wrongful termination.

Ms. Morgan also regularly counsels employers on various aspects of employment law including hiring decisions, termination decisions, reductions-in-force, employee discipline, personnel policies, medical leave and accommodation issues, and wage and hour matters.  She also drafts employment-related polices and agreements, such as employee handbooks, employment agreements, severance agreements, and trade secret/confidentiality agreements.  In addition, Ms. Morgan conducts internal workplace misconduct investigations and advises clients on appropriate responses to employee misconduct.

Ms. Morgan’s practice also focuses on counseling federal contractors on compliance with affirmative action laws.  Ms. Morgan also assists in the representation of clients before the Office of Federal Contract Compliance Programs (OFCCP) by preparing for desk audits, responding to OFCCP requests for information, defending OFCCP audits, evaluating disparity claims, and defending federal contractors in OFCCP-initiated administrative proceedings. 

Ms. Morgan is also active in the pro bono community, having successfully represented clients in employment, guardianship, unlawful detainer, and education-related matters. 

Prior to founding Fox, Wang & Morgan, Ms. Morgan was an Associate at Manatt, Phelps & Phillips, LLP and at Gibson, Dunn & Crutcher LLP.

EDUCATION

Santa Clara University School of Law, J.D., cum laude, 2004; Order of the Coif
Editor, Santa Clara Law Review
University of California, Santa Cruz, B.A., Intensive Legal Studies, 1999

MEMBERSHIPS & ACTIVITIES

Admitted to practice in California and before the U.S. District Court for the Northern District of California.
Member of the National Association of Women Lawyers

PUBLICATIONS

Co-Author, “Where are the Courts Today?  Proving and Defending Against an ‘Adverse Impact’ Claim:  OFCCP’s New Approach to Employer Selection Systems,” EEO Insight, 2008.

Co-Author, “Current Issues in D&O Insurance,” Insights, August 2005.

“Judicial Election Candidates’ Free Speech Rights After Republican Party of Minnesota v. White: Is the Problem Really Solved?” Santa Clara Law Review, 2003