Bingham

Bingham
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Telecommunications, Media and Technology

Like our clients, Bingham’s Telecommunications, Media and Technology (TMT) Practice Group is on the cutting edge of the communications revolution. We understand the communications industry — both where it is today and where future opportunities lie. Our clients are established and emerging telecommunications carriers; VoIP and Internet application providers; wireless and satellite companies; cable operators, competitive video service providers, broadcasters and media companies; equipment manufacturers; large users of communications services; systems integrators; and investment banks, venture funds and hedge fund managers.

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  1. FCC Counsel

    We are nationally recognized for our extensive experience in federal communications regulation. We serve as primary FCC counsel for many companies in the wireline, wireless, satellite, emerging technologies, equipment and video sectors. We work with companies individually and, when it serves our clients’ purposes, we establish coalitions with other allied interests. These companies look to us for help in navigating through or changing the multiple layers of federal regulatory requirements that may apply to their deal, their technology and/or their business plans. We are experienced advocates before the FCC and have participated in hundreds of rulemaking proceedings on a broad range of communications matters, including many high-profile matters in which we successfully advocated for ground-breaking policies and rules. We have also successfully advocated for our clients’ interests in connection with countless commercial transactions, disputes with other parties brought before the agency, licensing waivers and enforcement proceedings initiated by the FCC.

    Through our work before the FCC we have established a national and international reputation for experienced, high-quality, innovative, and thoughtful yet aggressive legal regulatory services. Our lawyers have a long-established and close working relationship with FCC staff at all levels in most FCC operating bureaus. A number of our lawyers have held positions at the FCC, including in the satellite, wireline competition, international and wireless bureaus. On behalf of our clients, we often meet with the chairman and commissioners and their legal staffs. In addition, our lawyers frequently meet with the chiefs of the operating bureaus and their legal and technical advisers.

  2. Financial Transactions

    Our communications and technology clients rely on the TMT Group for support on a wide range of corporate finance transactions, including the purchase, sale, financing and exchange of network facilities and services; mergers and acquisitions; private and public issuances of equity and debt securities; initial public offerings; syndicated loans; and vendor financings. Our lawyers handle transactions ranging from several million-dollar “angel” investments to multibillion-dollar public offerings. We work closely with the firm’s corporate and tax lawyers to provide our clients a comprehensive solution to their corporate finance needs.

    Our transaction-related experience includes regularly advising some of the nation’s leading commercial, merchant and investment banks; venture capital firms; buyout firms; financial advisory firms; and equipment manufacturers in the regulatory and corporate aspects of financial transactions. Members of the TMT Group have significant experience in structuring and negotiating novel and sophisticated transactions and products to comply with regulatory requirements and to minimize regulatory approvals. Our representation includes all aspects of such transactions — from due diligence and deal structuring, to negotiating and drafting transaction documents, to obtaining federal, state and foreign regulatory approvals.

    Some of our recent representations:

    • We advised numerous U.S. communications carriers, including competitive and independent local exchange carriers, on their initial public offerings.
    • We represented a major European telecommunications carrier in the sale of its telecommunications operations in Latin America.
    • We advised a major private equity firm in its acquisition of the last government-owned telecommunications carrier in the U.S.
    • We counseled a major submarine cable developer and operator on its multimillion-dollar private equity and syndicated loan transactions and subsequent sale of assets.
    • We assisted one of the world’s largest private equity firms in its bid to acquire the largest cable television operator in Puerto Rico.
    • We advised a Fortune 100 defense company on the sale of its properties in Latin America and Eastern Europe.
    • We acted as corporate and regulatory counsel to a major multichannel video distribution and data service (MVDDS) provider.
    • We represent a major rural broadband provider in securing broadband development loans from the U.S. Department of Agriculture Rural Utility Services (RUS) program.
  3. Media

    The TMT Practice Group represents traditional and emerging media companies on regulatory and transactional issues in connection with services such as cable television (CATV), open video systems (OVS), broadcast radio and television, satellite master antenna television (SMATV) and direct broadcast satellite (DBS).

    We advise clients on a variety of issues, including licensing, franchising, market entry strategies, access to content, “triple play” (video, telephone and broadband) services, regulatory classification of services, building access and inside wiring, digital conversions, media ownership, antitrust, competition and copyright issues. We help our clients take advantage of business opportunities in emerging video technologies such as video on demand, Internet Protocol television (IPTV) and wireless-based content services, and we work with regulators to establish policies to maximize the business potential of media-related technologies.

  4. Market Entry Strategies

    We assist clients with developing market entry strategies for video services. We advise clients on the competitive and regulatory implications of the various options for providing such services, including CATV, OVS, SMATV and IPTV, with the goal of maximizing their business opportunities in the video market. In addition, we work with clients that offer the “triple play” of voice, video and broadband services, providing comprehensive and integrated guidance on the federal, state and local regulatory implications of bundled services.

  5. Franchising and Licensing

    We help clients obtain the licenses, permits and certifications necessary for video services, broadcast stations, DBS and SMATV systems. We negotiate franchise agreements, with an emphasis on minimizing regulatory obligations for companies providing bundled services. We counsel clients on regulatory obligations associated with providing CATV and OVS services, including public, educational and governmental (PEG) channel requirements; retransmission consent agreements; and must-carry obligations. We also advise clients on compliance with reporting requirements and recordkeeping.

    Our firm includes some of the first lawyers to develop in-depth experience in franchising matters for competitive communications companies. We have assisted scores of clients in obtaining franchises and licenses to access rights-of-way from municipal and state governments in nearly every state and the District of Columbia. We have negotiated access agreements with private landowners and quasi-public entities throughout the United States. We advocate pro-industry views on access issues before the National Telecommunications and Information Administration (NTIA) and FCC, and we regularly file comments on pending legislation, present expert testimony and file amicus briefs in court proceedings. 

  6. Competition Advocacy

    We are a strong advocate on antitrust and competition issues associated with discrimination in access to programming content, predatory pricing and illegal tying arrangements. We participate on behalf of clients in proceedings before federal and state regulators that evaluate mergers and acquisitions in the media industry that raise antitrust and competition issues, including vertical and horizontal integration and clustering concerns.

  7. Mergers & Acquisitions

    We work closely with our M&A lawyers to advise clients on media mergers and acquisitions, related regulatory implications and the applicability of the media ownership rules. We also work to ensure that transactions comply with the FCC’s media and foreign ownership rules and ownership attribution requirements and limitations. For example, we advise clients on structuring transactions to provide appropriate insulation for limited partners with respect to the FCC’s media ownership requirements.

  8. Dispute Resolution

    The TMT Group aggressively protects the interests of our communications and technology clients in the resolution of disputes involving customers, suppliers, vendors, contractors, employees, lenders and competitors. Our lawyers regularly appear before federal and state courts, the FCC and state public utility commissions, and private and public mediators and arbitrators. We represent clients in proceedings and investigations before the Federal Trade Commission, the Department of Justice and state attorneys general. We have extensive experience representing communications companies as both debtors and creditors in proceedings under the U.S. bankruptcy code.

    We have been in the forefront of developing law and public policy in the communications sector since the inception of competition. We are well known for our experience in litigating claims involving intercarrier compensation matters. On behalf of a competitive local exchange carrier (CLEC) client, we filed the first successful complaint for the collection of reciprocal compensation for calls made to ISPs. Following that victory, we represented competitive carriers in dozens of proceedings that resulted in significant reciprocal compensation recoveries for our clients. Similarly, we have successfully represented carriers in recovering access charges for calls made by the customers of wireless carriers. In many cases, we are able to negotiate settlements to such disputes without resorting to litigation. However, when necessary, we aggressively advocate for our clients’ rights before federal and state regulators and in the courts.

    We are a leader in the resolution of disputes arising from the rapid emergence of Voice over Internet Protocol (VoIP) and other IP-enabled services. We represent VoIP providers, application service providers and other technology companies before federal and state regulators and in the courts in their efforts to minimize the regulation of their services and to apply rational requirements to the exchange of communications traffic. We also help carriers enforce their rights to payment when other providers fail to meet their obligations to pay compensation for IP traffic.

    We work closely with the firm’s litigators to give clients access to the breadth of the firm’s litigation resources. For example, TMT and litigation lawyers recently obtained federal court injunctions preventing telecommunications regulators in Minnesota and New York from imposing state market-entry requirements on the leading provider of VoIP services.

  9. Law Enforcement and Homeland Security

    In today’s heightened security environment, communications and technology companies need to be aware of government concerns regarding law enforcement and homeland security. These issues can affect your business, and they take on increased significance during mergers, acquisitions and other corporate transactions.

    Our lawyers determine what provisions of federal and state wiretapping, information retention, privacy and network security laws apply to our communications and technology clients and help them implement procedures that meet their legal obligations. We represent telecommunications carriers, VoIP and Internet-based service providers, and equipment vendors before the Department of Justice, the Federal Bureau of Investigation and the Federal Communications Commission regarding the requirements of the Communications Assistance for Law Enforcement Act (CALEA), the USA Patriot Act and other statutes. We help clients respond to wiretap orders and subpoenas for documents and subscriber information received from law enforcement agencies.

    Foreign investment in U.S. communications and technology companies also is attracting increased government scrutiny. Our lawyers advise clients on the implications of proposed foreign investment under the Communications Act of 1934 and the Exon-Florio Amendment. We structure transactions to comply with applicable regulations and work with the Committee on Foreign Investment in the United States (CFIUS), the FCC, Congress and the Executive Branch to address law enforcement and national security issues. We have negotiated network security agreements and side letters, proxy and trust agreements, and anti-money laundering agreements with CFIUS and its constituent agencies, including the Department of Homeland Security, the Department of Justice and the Department of Treasury. In two cases presenting novel and complicated issues of national security and law enforcement, we obtained CFIUS and FCC approval for the sale of a large global telecommunications network to a Singaporean carrier and for the acquisition of a U.S. local exchange carrier by investors from the Middle East.

    TMT lawyers, together with the firm’s government affairs lawyers, also advise communications and technology companies regarding export control issues. We have assisted communications equipment manufacturers in export licensing matters before the U.S. Department of Commerce. We also have successfully obtained licenses from the Office of Foreign Assets Control permitting our clients to provide services and equipment in countries subject to U.S. economic embargoes, including Cuba, Iran, Iraq, Sudan and Syria.

  10. Wireless

    The TMT Practice Group represents a wide range of wireless providers — from traditional cellular and PCS carriers to emerging services providers using 802.11 WiFi technologies in the 2.4 GHz and 5 GHz bands and the 802.16 standard for WiMAX.

    Our clients provide specialized mobile radio (SMR) service; digital electronic message service (DEMS) at 24 GHz; point-to-point microwave; local multipoint distribution service (LMDS); multipoint distribution service (MDS); 38 GHz service, millimeter wave services; broadcast auxiliary services; multichannel video distribution and data service (MVDDS); Part 90 services, including business radio and private land mobile (PLMR); paging; wireless communications service (WCS); and a variety of satellite services, among others. Our understanding of the business and technological issues faced by wireless providers, as well as the complex regulatory regime to which wireless services are subject, allows us to provide comprehensive advice to our clients in this rapidly changing sector of the communications industry.

    We develop and implement innovative business models for emerging wireless providers such as mobile virtual network operators (MVNO) and MVDDS providers. We helped develop the secondary markets model for spectrum leasing and spectrum exchanges. We aid clients in devising and implementing regulatory compliance strategies on matters such as universal service, wireless E911, wiretapping requirements under the Communications Assistance for Law Enforcement Act (CALEA), spectrum allocation, foreign ownership and RF interference. We assist clients in navigating the FCC's spectrum auction and eligibility rules.

    We advise investment banks, venture capital companies and other investors regarding opportunities in the wireless sector and how they can leverage the regulatory regime to maximize their return. For example, we recently represented a venture capital fund in its purchase of the wireless data business of the largest U.S. wireless carrier. We also represent wireless infrastructure providers, including tower owners and equipment manufacturers. Our wireless practice is international in scope, as we counsel service providers, manufacturers and investors on spectrum and wireless issues in foreign markets.

    Our transactional and commercial contracting experience enables us to represent clients in mergers, acquisitions and other transactions, as well as to negotiate and draft agreements for joint ventures, MVNOs, resale, roaming and vendor equipment purchases and financing. Our experience in land use matters allows us to address the tower siting and other build-out issues that our wireless clients confront.

    Our lawyers also work closely with the firm's other practice groups to meet all of our clients’ legal needs. For example, we worked with the firm's corporate and intellectual property lawyers to provide a full range of legal services to the leading MVDDS provider. Firm lawyers helped structure and finance the client's operations and convinced Congress and the FCC to utilize an auction to allocate MVDDS spectrum. We represented the client in the FCC’s spectrum auction and successfully defended them against claims of patent infringement.

  11. Land Use

    The ability to obtain access to right-of-way, poles and conduits, and customer premises is critical for facilities-based communications providers. The TMT Practice Group represents wireline and wireless carriers, cable television (CATV) and open video systems (OVS) providers, and information service providers in all aspects of planning, building and installing their networks. We bring our broad experience in regulatory, transactional and environmental matters to help our clients obtain reasonable and cost-effective access to these crucial facilities.

  12. Poles and Conduits and Tower Siting

    We assist communications providers in obtaining access to poles and conduits for the installation of their network facilities. We advise clients on the complex FCC and state regulations applicable to poles and conduits and negotiate and draft pole attachment and conduit access agreements with municipal and investor-owned utilities, incumbent telephone companies and other competitive providers. We represent clients at the FCC, before state commissions and in court when disputes arise over access. We also advise the firm's wireless clients in the regulatory, transactional and environmental aspects of tower siting, including conducting due diligence in connection with the acquisition of existing tower facilities.

  13. Building Access

    Gaining access to private multi-tenant office buildings is one of the thorniest issues facing competitive communications providers. Access to such buildings is subject to varying, ill-defined and sometimes non-existent state laws. We have extensive experience negotiating building access and rooftop antenna agreements for our clients. We also help carriers and wiring owners clients navigate the thicket of federal and state laws applicable to inside wiring.

  14. Zoning, Environmental Protection, and Historic Preservation

    Compliance with ever-changing zoning, environmental protection and historic preservation laws can be difficult. Our TMT and environmental lawyers help communications providers, tower companies and construction contractors to understand their obligations and avoid the construction delays, additional costs and fines that can result from non-compliance. We also advise clients on NEPA, NHPA and ESA issues involving protection of Native American cultural resources, migratory birds and endangered species.

  15. Satellite
    The TMT Group represents clients with diverse interests in domestic and foreign satellite systems and services. We counsel satellite operators, users and investors, and on their behalf, we are vigorous advocates of satellite policy. The TMT Group has played a key role in the development of U.S. private satellite systems to compete with global international systems. We assist DBS clients obtain financing and FCC authorizations. We provide support to satellite clients who are delegates to the International Telecommunication Union (ITU) and World Radio Conference (WRC). We proactively analyze FCC rulemakings so clients can capitalize on opportunities presented by regulatory changes in the satellite industry. We also advise investors on the other regulatory issues relevant to the satellite sector, including companies operating in the L-Band and S-Band.

    We assist our clients in all facets of satellite licensing matters, including preparing initial license applications, modifications and renewals; obtaining equipment authorization; prosecuting requests for special temporary authority and rule waivers; complying with antenna performance testing requirements; and completing transfers of satellite authorizations and satellite service providers. We handle numerous licensing matters for C and Ku band earth stations and very small aperture terminal (VSAT) networks. And we maintain close working ties with FCC and congressional staff so our clients have access to policymakers on satellite industry issues.

    We also handle commercial contracting and transactional matters for our satellite clients, including transponder leases, customer agreements, government contracts, equipment purchase and other agreements. Our clients are global in reach so we also advise clients on foreign licensing and regulatory issues.

    Recent examples of our work include the following:

    • We assisted a consortium obtain FCC approval for acquisition of a leading global satellite communications operator.
    • We assisted a satellite operator obtain STA to test a VSAT network to provide communications support to federal government agencies.
    • We regularly assist oil and gas companies obtain FCC authorizations to operate earth station facilities aboard offshore drilling rigs. We also engaged in FCC proceedings on the appropriate regulatory framework for earth stations aboard drilling rigs and other vessels.
  16. International TMT

    As the communications and technology industry has gone global, so has the TMT Practice Group. We represent U.S. companies making their first forays into foreign markets, established providers expanding their international operations and foreign companies entering the U.S. We work with equipment vendors seeking new markets and financial institutions looking for investment opportunities. We work with foreign governments, regional institutions like the European Commission and international entities like the International Telecommunications Union (ITU) to ensure that the liberalization and deregulation of the global communications market continues and is strengthened.

    We serve as a key resource for our communications and technology clients by managing their regulatory, transactional and tax needs throughout the U.S., Europe, Latin America, the Caribbean, Asia and Oceania. We frequently act as an international legal “quarterback” for companies entering multiple international markets. We combine knowledge of the regulation of our clients’ businesses with an understanding of the complexities of operating in the international arena.

    Many of our lawyers are multilingual or hold foreign law degrees. Therefore, we can usually handle our clients’ international needs directly. We also work closely with other lawyers in the firm to structure clients’ international operations to meet their business goals and ensure favorable tax treatment here and abroad. When necessary, we use qualified foreign lawyers to ensure that our clients receive the same high-quality service outside the U.S. that they receive from us.

    We also represent companies investing in the U.S. We help foreign communications companies understand the federal and state laws applicable to the industry. We also advise on foreign investment, national security and law enforcement issues and help clients structure their investments to comply with the requirements of U.S. law.

    Examples of our work for our international clients include the following:

    • Obtained one of the first competitive local service licenses and interconnection agreements in Europe and the first competitive fiber network license in Japan
    • Worked with a leading submarine and terrestrial network developer to structure its global operations and obtain licenses and interconnection agreements throughout Europe, South America and Asia. In many countries, our client was granted the first competitive submarine cable landing license.
    • Negotiated landing rights and interconnection and obtained landing licenses for a submarine cable developer in 15 countries in Central and South America and the Caribbean, including the first cable landing licenses in Costa Rica, Honduras and Turks and Caicos
    • Assisted U.S. fixed wireless and satellite providers obtain spectrum and service licenses in various countries in the European Union and Latin America
    • Advised a major European carrier on its acquisition and disposition of assets and operations in the U.S. and Latin America
      Represented major U.S. and European financial institutions in connection with the sale of a global satellite system and a major U.S. corporation in the sale of its Latin American communications operations
    • Represented a major Canadian corporation in connection with the approval of a communications system for a South Korean transit system
    • Representing the largest U.S. VoIP provider in its international expansion

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