David L. Cohen, P.C.

Kidon IP Corp.

Intellectual Property Strategy Management, Litigation, and Licensing Services

May 2020
BAJ Accelerator May 18th 3:45pm-4:45pm
• Program Mentorship Session Part I – Legal and Corporate
• Agenda
• Speaker Introductions
• An Introduction to US Legal and Regulatory Market
• An Introduction to Company Structures
• Key Contracts and Agreements
• Intellectual Assets and Intellectual Property Definitions
• Intellectual Assets and Intellectual Property Uses
• Investors and Funders
• Questions and Answers
An Introduction to US Legal and Regulatory Market
• What is Federalism?
• Federal law
• Local law: State, County, City and other municipal laws
• Supremacy clause and preemption
• Introduction to US Regulation
• Federal and local
• Regulatory approaches
• Disclosure (e.g., Securities and Exchange Commission)
• Prudential (e.g., Board of Governors of the Federal Reserve System)
• Consumer (e.g., Federal Trade Commission)
• Home and host state significance
• Example – FinTech Company
• Life cycle of a payments and lending company
An Introduction to Company Structures
• The importance of Limited Liability
• An introduction to the alphabet soup of US legal entities offering limited liability including, but not
limited to: S Corporation, C Corporations, limited liability companies, limited partnerships, limited
liability limited partnerships, limited liability professional companies, professional companies, etc.
• Key factors to consider when choosing a type of legal entity:
• Taxes
• Operational structure
• Attractiveness to investors
• Ability to trade on secondary markets
• Ownership units and ability to craft complex ownership structures
• Other factors to consider
• Where to incorporate – why it matters where the entity is incorporated – factors to consider
• Operations rights – ensuring the legal entity has the right to engage in regulated activities, in
general, and to operate in specific US states (or counties, or cities) in particular
Key Contracts and Agreements
• Some key agreements and documents all startups and entrepreneurs need to
secure – and amusing examples of why:
• Corporate charters
• Partnership agreements
• Company by-laws
• Intellectual Property assignments
• Non-disclosure agreements
• Employment agreements
• Loan documents
• Leases
Intellectual Assets and Intellectual Property - Definitions
 Intellectual Assets and Intellectual Property – How to use them
• What is an Intellectual Asset vs Intellectual Property?
• knowhow or confidential information vs. trade secret?
• Which are most pertinent at what stage of a company’s growth?
• What can you do with IP?
• Why do investors like to see IP?
• What is IP monetization?
Investors and Funding
• Funding
• Equity v debt v structured finance
• Funding lifecycle
• Seed, Angels, A, B, C, ...
• Sourcing strategies
• Friends, family
• Incubators, accelerators
• Start ups
• Due diligence ready
• Formalities – cap tables, liabilities, and contracts
• Advisors
• Vendors
About Us: David L Cohen
• David L. Cohen was admitted to the bar in New York State in 1999 and later in New Jersey, Washington, DC and
before the USPTO. David’s hand-on experience includes strategic litigation planning; global project
management; patent monetization; FRAND licensing; building and managing legal and IP teams; patent licensing
and negotiations; global anti-trust; strategic IP portfolio development and acquisition; IP strategy and opinion
work; patent and trade secret assessments; and IT needs, strategy, & design.
• David L. Cohen, P.C. offers legal representation in all the above by David and/or his of-counsel collaborators, as
required. David L. Cohen, P.C.’s sister company, Kidon IP Corporation, is a vehicle both for IP deal-making
(including sales and brokering) and to allow David L. Cohen, P.C., when providing legal advice, to tap into the
deep business and technical experiences of David’s many non-lawyer collaborators.
• Prior to founding David L. Cohen, P.C. and Kidon IP Corporation, David was the Chief Legal and IP Officer of
Vringo Inc. where he created a world class in-house team that spearheaded an effective global monetization
program and brought in over 40MUSD in licensing revenue while pioneering numerous cutting edge, global
monetization, enforcement and structured innovation techniques.+
• Prior to FORM, David was senior in-house counsel at Nokia Corporation, where he participated in or managed
projects that generated over 1BUSD in revenue.+ David worked at the law firms of Lerner David and Skadden
Arps before joining Nokia. David also clerked for Chief Judge Carman of the Court of International Trade.
• David has a BA and M. Phil in the History and Philosophy of Science, an MA in History and an MA in Legal and
Political Theory. He received his juris doctorate from Northwestern University School of Law in 1998, cum
laude, where he was on law review. David has multiple publications to his credit and is a frequent speaker at
conferences.
About Us: Prat Vallabhaneni
• Pratin Vallabhaneni is a partner in White & Case's global Banking and Financial Institutions Advisory
practices. He represents both US and non-US fintech, banking, broker-dealer, exchange, insurance,
asset management and specialty finance companies, as well as their directors, senior officers and
investors, on transactional, enforcement and regulatory matters. Clients often call upon Prat to
strategically navigate cutting-edge fintech issues that are complex, rapidly evolving and
multijurisdictional in nature.
• Prat's transactional practice focuses on public and private M&A, capital raising, bank finance,
commercial agreements and activism matters. Prior to joining the firm, Prat was an investment
banker at Morgan Stanley, where he advised clients on valuation and execution of M&A, capital
markets, bank finance, securitization, activism defence and restructuring mandates.
• Prat's financial regulatory and enforcement practice focuses on advising financial services clients on
matters before the Federal Reserve, OCC, FDIC, SEC, CFTC, CFPB, FTC, Treasury Department, FinCEN,
OFAC and state banking and securities agencies. Earlier in his career, Prat served as an attorney at the
FDIC during the global financial crisis where he worked on numerous crisis-related, private equity-
backed bank M&A transactions, bank receiverships and enforcement actions against banks,
consumer finance firms, and directors and officers. He was also actively involved in the interagency
implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 Key Contact Information

David L. Cohen, Esq. Prat Vallabhaneni

Website Website
www.davidlcohenpc.com https://www.whitecase.com/people/prati
n-vallabhaneni
Telephone: +1 917 596 1974
Telephone: +1 202 626 3596
Email: dlc@davidlcohenpc.com
Email:
LinkedIn: pratin.vallabhaneni@whitecasecom
https://www.linkedin.com/in/da
vidlevycohen/ LinkedIn:
https://www.linkedin.com/in/pratin-
vallabhaneni/