Stephen M. Fronk

STEPHEN FRONK focuses his practice on technology and intellectual property transactions. In particular, he has deep experience advising clients on digital media-related transactions and for many years has negotiated digital entertainment content distribution deals with leaders in the movie, television, music, publishing and consumer electronics industries. Representative clients include Amazon.com, Amazon Studios, eBay, Hulu, Microsoft, Obscura Digital, PayPal, Twitch and Vessel.

Stephen advises emerging and public companies, venture funds, entrepreneurs and individuals on a wide range of intellectual property-related issues, including copyright, patent, trademark and trade secret licensing, protection and enforcement, software and hardware development and distribution, and the establishment and operation of Internet-based businesses and services. He also routinely counsels clients on the intellectual property-related aspects of mergers, acquisitions, spin-offs and strategic investments. Examples of the types of transactions on which Stephen routinely advises clients include:

• Digital video content acquisition and distribution agreements with major movie studios, television networks, and cable networks for consumer access to films, television episodes and other video content under various business models, including subscription, transactional and ad-supported video-on-demand (VOD) and electronic sell-through (EST);
• Device integration agreements with manufacturers of Internet-enabled televisions, Blu-ray Disc players, tablets, mobile phones and other consumer electronics devices to enable consumers to access online digital entertainment services directly from those devices;
• Development and service agreements with online video distribution platform providers and online video ad serving platform providers;
• Digital music content acquisitions and distribution agreements with the major record labels and significant independent labels;
• Patent and software (including source code) license agreements with digital compression and security standards-related IP owners, proprietary data and media server technology providers and digital rights management (DRM) solution providers; and
• Digital book and periodical acquisition and distribution agreements, as well as technology development and component supply agreements, relating to online digital book services and wireless e-book devices.

Recent notable transactions on which Stephen has advised include:

• eBay in connection with the intellectual property and technology-related aspects of the separation of eBay and PayPal into two public companies;
• Tang Media Partners in its acquisition of Open Road Films, a theatrical motion picture distributor, from AMC Entertainment and Regal Entertainment Group;
• Splunk in its acquisition of Phantom Cyber, a cybersecurity company, for $350 million;
• Home Chef in its pending merger with Kroger, a transaction valued at up to $700 million;
• TransUnion in its acquisition of iovation, an anti-fraud technology company;
• Churchill Downs in its sale of Big Fish Games, a mobile gaming company, to Aristocrat Technologies for $990 million;
• Aon in the sale of its benefits administration and human resources business process outsourcing platform to Blackstone for $4.8 billion;
• eBay in its acquisition of each of Terapeak, Ticket Utils, SalesPredict and Ticketbis;
• Each of Orion Entertainment (a television production company best known for HGTV’s Tiny House Big Living and DIY’s Building Alaska) and 44 Blue Productions (an television production company best known for A&E’s Wahlburgers and Nightwatch) in a long-term, worldwide distribution arrangement with Red Arrow Entertainment (a ProSiebenSat1 holding company);
• AwesomenessTV, a multi-platform digital media company co-owned by DreamWorks Animation and Hearst, in its strategic partnership with Endemol Shine Group to extend the international reach of the AwesomenessTV brand;
• Entertainment One in its acquisition of a controlling interest in Renegade 83, an unscripted television production company best known for Discovery Channel’s hit Naked & Afraid;
• Tribeca Enterprises, operator of a network of branded entertainment businesses including the Tribeca Film Festival, in its joint venture with Lionsgate for the launch of the “Tribeca Short List” online subscription video-on-demand video service;
• The Mark Gordon Company, producer of Grey’s Anatomy, Criminal Minds and Ray Donovan, in its sale of a 51 percent stake to Entertainment One, for $132.6 million;
• Pilgrim Studios, an independent production company best known for reality television shows such as Ghost Hunters and Fast N’ Loud, in connection with a strategic investment by Lionsgate;
• SEGA Networks, an interactive entertainment company, in its acquisition of Demiurge Studios, a developer of mobile, console and PC games; and
• International Game Technology in its acquisitions of rights to various fictional characters, celebrities and media properties for use in its casino games, its sale to Italian lottery operator Gtech for $4.7 billion in cash and stock, and its purchase of Double Down Interactive, leading developer of casino-style Facebook games, for $500 million.

Stephen was named by Variety to the 2017 and 2018 “Legal Impact Report,” which profiles the best legal minds working in film, television, theatre and digital media. Stephen was also named by Variety to the 2019 “Dealmakers Impact Report.” He also was recommended in Media, Technology and Telecoms in the Legal 500 US 2014 and 2015 and was named as one of the world’s leading patent and technology licensing lawyers in IAM Licensing 250 2011: The World’s Leading Patent & Technology Licensing Practitioners, published by Intellectual Asset Management (IAM) magazine.

Before practicing law, Stephen worked as a curator at the Dulwich Picture Gallery in London, England, where he organized an exhibition on the history of public and private art galleries in Great Britain and contributed to the related catalogue. During law school, he served as a judicial extern for Judge Marilyn Hall Patel of the U.S. District Court for the Northern District of California.