Gary A. Paranzino, Attorney Representing the Technology Community
Silicon Valley & New York

Gary Paranzino represents all players around the technology industry conference table

Your Lawyer, Whatever Your Seat at the Conference Table SM

Frequently Asked Questions FAQ of Gary A. Paranzino

Q: Of which Bars are you a member?

A: I am a member of both the New York and California Bars.

Q: How long have you been practicing law?

A: I have now, in 2008 completed my 22nd year of practicing law.

Q: Can you describe your current law practice?

A: My practice focuses on providing advice and counseling to companies and individuals in the technology field, relating to their business in the industry. I do not take on projects that are distractions to the goal of practicing 100% technology-related law every day. I believe this benefits my clients.

Q: What is your experience in technology law?

A: In addition to my private practice, I was the top legal officer of two well-known technology companies.

At PointCast Incorporated, I was Vice President, General Counsel & Corporate Secretary.

At Ashford.com, Inc., I was Chief Legal Officer, Vice President of Business Development and Corporate Secretary.

Q: Tell me some more about PointCast. Is that the company I remember?

A: Probably. PointCast had over six million registered, active users. If you were using the Internet between 1996 and 1999, you probably tried PointCast.

PointCast delivered news from top media companies (such as The Wall Street Journal, CNN and The New York Times) via the Internet to users' corporate desktops. PointCast developed an early ad-based revenue model. Both concepts (business use of the Internet and advertising on the Internet) were at one time fairly radical.

Q: And what about Ashford.com?

A: Ashford.com pioneered the sale of luxury goods on the Internet. While Amazon was already well-established as a bookseller, the idea of selling $5000 Rolex and Cartier watches online was audacious.

Ashford.com not only sold over $100 million in luxury goods during my time with the company, it did so by providing its customers with unprecedented brand selection, discount pricing, attentive customer service and with a strong record of customer satisfaction.

The company was sold in 2001 and continues to operate.

Q: How has your work as Chief Legal Officer and General Counsel contributed to your current work in private practice?

A: As senior in-house counsel, you are both responsible for legal results as well as business results. The two must co-exist together. Balancing these two goals is a crucial skill when serving young businesses.

The velocity of change in a start-up presents a wide range of legal scenarios that must be quickly and successfully addressed.

Given the volume of transactions entered by each of my corporate employers, there are few transactions I handle in private practice that I have not already had extensive prior experience handling.

Q: How did you spend your first decade as a lawyer?

A: I practiced in nationally-recognized law firms in New York.

Q: In what areas of the law did you practice?

A: I was a litigator, handling disputes and matters heading to court. My clientele included the largest and best-known brokerage, investment banking, insurance and other financial firms on Wall Street, in matters commonly involving hundreds of millions and even billions of dollars.

Q: How does your New York legal experience help you in your work as a technology lawyer?

A: As a young attorney, I had the chance to work under outstanding lawyers in their fields, on matters involving the most notorious business disputes of the 1980's and 1990's.

I believe that some of the techniques, strategies and work ethic that I was exposed to for a decade indelibly shaped my own personal approach to practicing law.

In many ways, I believe my deep New York law firm experience is the most distinctive element of my resume today as a technology lawyer.

Q: So how does your past experience in high-stakes litigation benefit your prospective technology industry clients?

A: Handling technology transactions requires the attorney to address the question "what if"? Foresight is at a premium.

If drafting an agreement is "heads", understanding the dispute resolution process is "tails" -- the other side of the coin.

Extensive experience drafting legal complaints, answers, pleadings and briefs, deposing witnesses and defending them, arguing appeals and motions and settling cases provides the other half of the picture and informs everything I do as a draftsman and negotiator.

Q: On what kind of matters do you provide assistance to technology companies?

A: Anything a General Counsel, Chief Legal Officer or legal department would conduct from in-house, as well as many things often sent outside for particular expertise.

Most common are contracts, including strategic, licensing and marketing agreements, close assistance with Business Development groups in structuring deals, pre-litigation counseling and evaluation and negotiation with business partners to resolve disputes, preferably without, but without fear of, litigation.

Q: Can you provide a dramatic example of an achievements for a technology company client in your career?

A: An e-commerce company had entered a long-term agreement to purchase advertising and advantageous link placement from a leading ISP for millions of dollars.

The company discovered that it had no way out of the agreement when it produced fewer new customers than it had anticipated.

After receiving several legal opinions that the agreement was airtight, I crafted a legal strategy which forced the ISP to forego all future payments owed to it, without any concession on the part of the client. The client saved over $5 million that it was contractually committed to pay in full.

Q: Is the scope of your corporate practice broad?

A: I have drafted hundreds of corporate agreements. In addition to numerous licensing, marketing and strategic agreements, I have also handled other transactions including M&A deals, bank loans, leasing transactions, building leases, sweepstakes rules, reviewing advertising copy, SEC disclosures, IPO filings, executive separation agreements, executive job offer letters and employment agreements, nondisclosure agreements, assignment agreements, non- compete agreements, stock option plans, option grants and warrants, among other transactions.

Q: How about entrepreneurs and company founders. What do you do for them?

A: Most of the entrepreneurs and founders who seek me out have prior experience forming companies. They have frequently come to the conclusion that even though there were plenty of lawyers involved in their prior deals, no one was actually representing them as the entrepreneurs and founders.

This difficult realization leads them to seek out the legal and strategic support that the other parties in such transactions have always utilized.

Q: Sounds cryptic. Can you explain further?

A: The most common concern I hear from entrepreneurs and founders is that while they may have personally selected the lawyers to form their last company and to be the outside corporate counsel, at some point later those same lawyers took actions on behalf of the company to the personal detriment of the entrepreneurs and founders.

Often this is the first time that the entrepreneur truly understands the concept that such lawyers never represented them personally at all, even when they were the creator and sole owner of all of the company's shares.

It is crucial for entrepreneurs and founders to understand that they are not represented in corporate formation and financing transactions unless they also hire independent, personal legal counsel.

Q: Do you represent C-level and other senior technology executives, and what can you do for them?

A: I have a robust practice representing top technology and Wall Street executives, focusing on the negotiation of employment agreements, offer letters and separation agreements. The large majority of these executives have title of CEO, CFO, CTO, COO or CCO, or Vice President titles for Marketing, Finance, Engineering or Sales.

In many cases, the employer does not even know I am in the background, advising the client. This is preferable for optics in matters where compensation for a new position is being negotiated.

My clients are usually quite sophisticated and we work collaboratively to determine appropriate compensation levels for a position and to set the strategy for obtaining them. I often can provide a fixed-fee arrangement for these engagements, eliminating the client's concerns over the legal fee. We also are successful at having the employer cover my legal fee in many cases.

Q: And for termination situations?

A: I have handled matters involving the termination of many senior executives, including highly contentious situations involving claimed termination "for cause," more common at- will employment terminations or layoffs, and situations where executives seek to trigger the payment of pre-negotiated severance benefits.

One focus is on evaluating and optimizing all compensation elements, including salary, bonus opportunities, stock options and restricted stock vesting, accrued vacation pay, health and other employee benefits, reimbursement of business expenses, retention of company-supplied home office and mobile equipment and other compensation.

Another equally important focus is on addressing issues relating to the characterization of the employment separation by the employer, both internally and in public statements, the provision of a favorable, negotiated employment reference and the structuring of a process for the employer to communicate such favorable reference to potential future employers.