Partner

Stephen M. Fronk

Emerging Companies and Venture Capital
Technology and Life Sciences Transactions

sfronk@sidley.com

- Letter
- A4

STEPHEN FRONK 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.

Stephen 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, Churchill Downs, eBay, Hulu, Microsoft, PayPal, Splunk, Salesforce.com, Twitch, and Vital Proteins.

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 utilize cloud-based voice services, and 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.

Stephen is ranked by Chambers USA for Technology: Transactions in California (2023) and was named in The Hollywood Reporter’s 2022 “Power Lawyers” list, which recognizes Hollywood’s top 100 attorneys. He was also named by Variety in the 2019, 2021, and 2022 “Dealmakers Impact Report” as well as in the 2017, 2018, 2021, and 2022 “Legal Impact Report,” which profile the best legal minds working in film, television, theatre and digital media. Stephen 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.

Experience

Notable transactions on which Stephen has advised include:

Amazon in its strategic transaction with Disney to introduce Hey, Disney!, a new custom voice assistant based on Amazon’s Alexa Custom Assistant solution;
Churchill Downs in its US$2.485 billion acquisition of substantially all of the assets of Peninsula Pacific Entertainment;
Zinnia in its strategic acquisition of Policygenius, a digital insurance marketplace;
Mastercard in its acquisition of (i) Dynamic Yield, the provider of a state-of-the art personalization and decision engine platform, from McDonald’s and (ii) Finicity, a leading North American provider of real-time access to financial data, for US$825 million, including an earn-out of up to US$160 million;
IDEX Corporation in its agreement to acquire Netherlands-based Muon B.V,, a micro-precision technology manufacturing company, for €700 million;
Omnicell in its acquisition of (i) MarkeTouch Media, a provider of pharmacy prescription management and patient engagement solutions, and (ii) ReCept Holdings, a leading provider of specialty pharmacy management services for health systems, clinics, and physicians groups;
Amazon in its partnership with the New York Yankees and the YES Network to live-stream 21 New York Yankees games on Amazon Prime Video;
Salesforce.com in its US$1.33 billion acquisition of Vlocity, a leading provider of industry-specific cloud and mobile software;
Splunk in its US$1.05 billion acquisition of SignalFx, a SaaS leader in real-time monitoring and metrics for cloud infrastructure, microservices and applications, and in its US$350 million acquisition of Phantom Cyber, a cybersecurity company;
Shape Security, a fraud prevention platform, in its sale to F5 Networks for US$1 billion;
NiSource in the sale of the gas distribution business of its subsidiary, Columbia Gas of Massachusetts, to Eversource Energy for US$1.1 billion;
Cigna Corporation in the sale of its group life and disability insurance business to New York Life, the largest mutual life insurer in the United States, for US$6.3 billion;
Diplomat Pharmacy in its sale to UnitedHealth Group for an enterprise value of approximately US$900 million;
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;
Home Chef in its pending merger with Kroger, a transaction valued at up to US$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 US$990 million;
Aon in the sale of its benefits administration and human resources business process outsourcing platform to Blackstone for US$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 US$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 US$4.7 billion in cash and stock, and its purchase of Double Down Interactive, leading developer of casino-style Facebook games, for US$500 million.

State Bar of California

Credentials

Admissions & Certifications

U.S. Court of Appeals, 9th Circuit
U.S. District Court, N.D. of California
California

Education

University of California College of the Law, San Francisco (formerly UC Hastings), J.D., 1996 (magna cum laude, Order of the Coif)
University of London, Courtauld Institute of Art, M.A., 1991
Brown University, A.B., 1989