Brad Hamilton

Summary

Brad Hamilton specializes in corporate, securities and transaction law, including public and private offerings of debt and equity securities, mergers and acquisitions of public and private companies, business formation and financing, venture capital transactions, business and technology-related transactions, international transactions, structured finance, construction contracts, natural resources transactions and trademarks.

Brad's 25 years of diverse business transaction experience encompasses a wide variety of industries, including Major League Baseball, streaming media and entertainment, and public and private businesses ranging from technology to mining.

In addition to being in private practice, he has been a Director, President, CEO, General Counsel and Vice-President of Corporate Development for a variety of international and domestic companies. Prior to becoming a lawyer, Mr. Hamilton was a professional snow sports instructor and race coach in Colorado, New Zealand and British Columbia.

Experience

Business and Finance

Brad's 25 years of business transaction experience encompasses a wide variety of industries, including the acquisition and start-up of a Major League Baseball team and representing a U.S. public-company target in a $500 million cash merger with an Australian oil and gas company. Brad also assists his clients in developing strategic growth through drafting and implementation of indirect sales channel programs, strategic alliances, joint ventures, and licensing, co-branding, co-marketing and other strategic transactions.

Corporate and Securities

Brad's clients have included global venture capital and investment firms and a wide variety of entrepreneurial ventures. He assists his institutional clients in structuring and protecting their investments, and his business clients in starting-up their ventures, preparing them for initial and later-round financing, and going public. His practice includes capital formation, private and public equity, securities, and debt and derivative instruments, and he has represented companies in private placements and public offerings of securities in the United States, on the Toronto and Vancouver Stock Exchanges, the London Stock Exchange, and with listings on foreign stock exchanges. Brad also helps his clients comply with the latest demands on corporate governance and self-reporting, such as Sarbanes-Oxley and evolving SEC reporting requirements.

Intellectual Property & Technology

Brad has extensive experience representing clients in the streaming media, cyber-center, managed services, collaboration software and telecommunications businesses, and has pursued graduate studies in telecommunications at the University of Denver. His technology practice includes agreements for telecommunications services, Internet content creation, hosting and access, technology and software licensing, e-commerce, broadband and streaming media, cyber-center operations, managed services, ASP and xSP businesses, on-line collaboration, interactive media and B2B services. He assists his clients in identification, realization and protection of their intellectual property, and copyright and trademark matters. He has lectured on Digital Rights Management and Terms & Conditions in Technology Agreements. Brad has also represented clients in the nuclear fuel, nano-technology, chemicals, and chip manufacturing industries, and spent several years as a member of a trade team charged with identifying and commercializing technologies developed by the military industrial complex of the former Soviet Union.

International Transactions & Operations

Brad has lived and worked in Canada, Germany, New Zealand and Spain. He has had extended long-term professional postings in Mongolia, Russia, Scandinavia and the United Kingdom. He has also represented clients in business transactions with governmental and business entities in Australia, China, Hong Kong, Japan, Kazakhstan, Mali, Mexico, South Africa, South Korea, Switzerland, Wales and throughout the Americas, and has represented British, Canadian, German, Malaysian, Russian, Spanish and South Korean clients in the United States. He helps his clients adapt to foreign legal systems and cultures when establishing international operations and joint ventures, and in complying with laws such as the Foreign Corrupt Practices Act, and the UN Convention on the International Sales of Goods. He also assists foreign clients doing business in the United States.

Natural Resources & Construction

Brad has extensive experience representing exploration, mining and oil & gas companies. Brad's experience includes representing the owner respecting all bid, purchase order, engineering and construction contracts for a $2.5 billion mining and smelting operation and a $500 million 265 megawatt electricity generating facility located in remote northern-Asia.

Brad also implemented a hostile take-over of a producing gold mining company in Nevada, where he re-organized operations, worked out the company debt, and marketed, negotiated and sold the company for a profit. He has negotiated, drafted and implemented hundreds of agreements for joint ventures, farm-ins, options, exploration, mine development, construction, royalties, production off-take, project financing, price hedging and other commodity price protection agreements.

Sports and Entertainment

Brad advises music and recording artists on production, recording, publishing, licensing, management, agency, merchandising, distribution and sponsorship agreements; band partnership agreements; concert promotion & venue agreements; trademark & copyright registration; and mechanical, synchronization, public performance and print license agreements.

He advises companies and entertainment professionals on broadcast and distribution agreements, photography, film and television production agreements, film financing agreements, actor's agreements, model releases, photographer agreements, and free-lance work-for-hire agreements.

Significant Representations

• Represented a U.S.-based public international oil and gas producer in a $500 million auctioned tender offer and resulting cash merger with an Australian oil and gas company.
• Owner's counsel for the engineering, design, procurement and construction of a $2.5 billion copper and gold mining project in remote northern-Asia.
• Issuer's counsel for the documentation and implementation of a unique, patented, 'AAA' rated certificate of deposit asset securitization.
• Established the first Russian-Mongolian-United States joint venture, and authored the Dornod Joint Venture Agreement, which served as the template for the first Minerals Law of Mongolia.
• Represented the buyers of a Major League Baseball Club expansion team, coordinating negotiations among diverse ownership groups, community leaders, government and baseball officials, and hostile financiers. Represented the owners in financing, establishing and organizing the club, serving as its Secretary.
• General counsel to a start-up news, sports and entertainment television production and streaming media company, negotiating, drafting and implementing agreements for studio architecture, design and construction, studio and mobile production, content licensing and distribution, and negotiated and managed production and broadcast agreements with one of America's most revered song and screen icon's, a boxing gold medallist and super welter-weight world champion, two members of an NBA championship basketball team, Major League Soccer, the Democratic National Committee and the Salt Lake City Winter Olympics.
• Issuer's counsel for initial public offerings in the United States, Canada and the United Kingdom.
• Represented a European venture capital fund group in international investments in excess of $300,000,000.
• Represented an industrial food processing company in establishing multiple food processing joint ventures in Russia and negotiated and closed IFC/World Bank financing.

Honors / Distinctions

• Faculty, "High Level Agreements" Lorman Education, "Contract Negotiations and Preparation in the Oil and Gas Industry (2012).
• "Best Sports Lawyer" - People's Choice, Law Week Colorado, Barrister's Best 2010.
• Editor, Colorado Bar Association Technology Law & Policy Section Monthly Newsletter (2005-2007).
• "Securities Offering Reform 2005", Denver Business Journal, (2005).
• Faculty, "Introduction to the Law of Computer Networks", Colorado Bar Association "Introduction to Technology Law" continuing legal education seminar (2005).
• Faculty, "Overview of the Underlying Technology", Colorado Bar Association "Introduction to Technology Law" continuing legal education seminar (2005).
• "Digital Rights Management", Colorado Bar Association Technology Law and Policy Section continuing legal education presentation (2004).
• "Web Site and Information Security: Policies and Procedures to Protect Your Business From Liability" (2004)

Admitted to Practice Before

• Admitted in Colorado since 1983

Also admitted in the following courts:

• U.S. District Court, District of Colorado
• Colorado State Courts

Professional and Community Affiliations

• Chairman of the Board - Dolls for Daughters and Kenzi's Kidz
• American Bar Association
• Colorado Bar Association
• Denver Bar Association
• Canadian Bar Association
• The American Society of Composers, Authors and Publishers
• Professional Ski Instructors of America
• American Association of Snowboard Instructors