Michael D. Orlando

Michael D. Orlando is a corporate and intellectual property transactions attorney in the firm's Del Mar Heights office.

Areas of Practice

Michael advises clients on corporate law, venture capital financing, mergers & acquisitions, intellectual property licensing and other commercial transactions.

His corporate practice involves entity structuring for start-up companies, joint ventures, and investment funds, including limited liability companies; assisting both companies and investors in venture capital financings and private equity investments; and representing clients in mergers and acquisitions, including cross-border and international transactions. Michael’s corporate practice spans multiple industries, including software, hardware, telecommunications, multimedia, consumer products, sports equipment, apparel, pharmaceuticals and real estate.

Michael has extensive experience assisting companies with their intellectual property and commercial transactions. He helps clients develop, acquire, protect and commercialize their proprietary technology, including:

• trademark licenses, manufacturing arrangements, distribution agreements and endorsement/sponsorship agreements for sports equipment and apparel companies;
• technology licenses, development agreements, and strategic alliances for software and hardware companies, including video game and mobile application developers;
• online and off-line advertising agreements, privacy policies, terms of service, and fulfillment agreements for e-commerce companies and Internet publishers; and
• patent licenses, clinical trial agreements, and supply, manufacturing and other outsourcing agreements for pharmaceutical and medical device companies.

Prior to his legal practice, Michael founded and managed a website and multimedia design company focused on the development of e-commerce and SaaS Internet applications . Before joining Sheppard Mullin, Michael worked in Hawaii as an associate with Goodsill, Anderson, Quinn & Stifel, LLP, Hawaii's largest law firm.

Education

• M.B.A., University of San Diego, 2003
• J.D., University of San Diego, 2002
• B.A., University of California, San Diego, 1998

Admissions

• California
• Hawaii

Languages

• French

Representative Transactions

• Represented Electronic Arts (EA) (NASDAQ: ERTS) in the license and development of mobile video game applications.
• Represented a headphone company in a restructuring and debt financing transaction.
• Represented a wetsuit company in its corporate restructuring, manufacturing and IP licensing strategy.
• Represented a public REIT in a series of complex mezzanine loans and equity investments.
• Represented Taylor Made Golf in the sale of Maxfli to Dick's Sporting Goods.
• Represented Zeebo, Inc. in a joint venture with Qualcomm for the development of a video game console, as well as in its international distribution and licensing transactions.
• Represented Alcatel-Lucent (NYSE: ALU) in the purchase of a software solutions provider.
• Represented Baja Studios in the purchase of Baja Fox Studios from 20th Century Fox.
• Represented VF Outdoor (NYSE: VFC) in the acquisition of adventure travel gear company, Eagle Creek.
• Represented Rusty Surfboards and the majority shareholder in the sale of the Rusty surf apparel company.
• Represented Jenny Craig in the sale of its operations in New Zealand and Australia.
• Represented Amgen (Nasdaq: AMGN) in a number of international outsourcing transactions.
• Represented a computer hardware manufacturer in a strategic alliance for the development and distribution of mobile computing devices.
• Represented a software company in strategic alliance for development and sale of learning software solutions.
• Represented a national clothing manufacturer in the formation of a surf apparel joint venture.
• Represented Rockwell Collins (NYSE: COL) in a joint venture to distribute satellite services on business jets.

Memberships

• San Diego County Bar Association
• State Bar of California
• Hawaii State Bar Association
• American Bar Association (Business Section, Cyberspace Law and IP Committees)
• Connect
• San Diego Software Industry Council
• San Diego Venture Group
• National Eagle Scout Association
• Public Counsel pro-bono adoption program

Articles

• Author, “Where Do You Want To Go Next? Evaluating Exit Strategies For Your Business,” Transworld Business (October 2007).
• Michael is a frequent contributor to several Internet sites on a variety of corporate, intellectual property and employment law issues.

Speeches

• “Trials and Tribulations of Bringing a Product to Market,” CEO Strategy Forum (Connect), Panelist, March 27, 2008.
• “Internet Business Agreements: Key Issues and Practical Advice,” Whittier Law School, Guest Lecturer, 2008.
• “Bridging the Gap for Transactional Lawyers,” San Diego County Bar Association, Panelist, June 24, 2008.
• “Financing and Managing Your Business in a Down Economy,” IASC Skateboarding Industry Summit, Panelist, April 4, 2009.
• “Doing Business in China,” California Society of CPAs, October 22, 2009.
• "Increasing Income and Profit By Outsourcing Professional Help," ASR Tradeshow, Panelist, February 4, 2010.
• “Legal Issues for Sports Start-Ups,” San Diego State University, Sports MBA Program, Guest Lecturer, 2011