Karen C. Hermann

Partner
Karen Hermann
Karen's practice focuses on corporate transactions – specifically, mergers and acquisitions, carve-out transactions, corporate reorganizations, strategic alliances, and joint ventures. She represents public and private corporations, private equity firms, and startup and emerging companies in a wide range of industries, but particularly in regulated industries, such as aerospace and defense, technology, federal contracting, cybersecurity, professional services, and healthcare.

Karen provides practical, business-savvy advice on everything from transaction structure to integration of acquired companies and unique requirements for regulated industries, for both buy-side and sell-side deals. She also advises joint ventures and other entities on such matters as entity formation, ownership structure, corporate governance, intellectual property portfolio management, staffing and business models, and exit strategies. She also prepares and negotiates teaming agreements and contractual joint venture agreements.

Karen negotiates a variety of intellectual property agreements, including patent, know-how, trademarks, copyright, and software licensing arrangements; technology and know-how transfers; manufacturing, data rights, and data protection agreements; and collaborative research agreements involving private parties, universities, and research institutions. She also conducts intellectual property due diligence and counsels clients on strategies for protecting and deriving value from intellectual property assets.

Karen represents clients in connection with outsourcing arrangements, on both the customer and vendor sides. She is adept at drafting and negotiating service-level agreements because of her understanding of the customer's needs and the vendor's capabilities. Her practice also includes drafting and negotiating commercial contracts, ranging from purchase order terms and conditions to employee leasing arrangements.

Experience

Representative Matters

  • Represented a defense contractor in its acquisition of a provider of IT and cyber services to the U.S. government
  • Represented a commercial services company in its divestiture of its government services subsidiary
  • Represented a management consulting firm in its acquisition of a provider of digital solutions for the U.S. federal government
  • Represented an investment banking company in connection with the spin-off of its software-based execution management system business. Provided strategic advice with respect to the carve-out of the intellectual property and information technology assets, and prepared and negotiated software and patent licenses for retained assets and an assignment and license-back for the divested intellectual property 
  • Represented a defense contractor in its carve-out and sale of two business units, including preparing and negotiating a series of supply, services, and intellectual property licenses to support the client's future operations without the divested assets
  • Represented an aerospace company in its $295 million acquisition of three subsidiaries from a company that provides intelligence and related services to the intelligence and defense communities
  • Represented a management consulting company in connection with its sale of its U.S.- based government contracting and international development consulting business
  • Represented an aerospace company in its joint venture with a commercial vendor of space imagery and geospatial content, and in the sale and divestment of its shares in a 3D mapping company; provided strategic advice with respect to the license-back to the aerospace company of certain of the disposed intellectual property
  • Represented a healthcare company in connection with its in-licensing and implementation of a claims management system and negotiating a maintenance and service-level agreement
  • Represented a retail brand in connection with its outsourcing of its website development and hosting, order fulfillment, internet and email advertising campaigns, and development of a mobile app
  • Represented a banked-owned consortium in negotiating and implementing an outsourcing arrangement to outsource all information technology aspects of the joint venture's business operations, specifically, the development, hosting, and operation of a multi-bank liquidity aggregation service for foreign exchange products

Insights

Credentials
+

Education

  • J.D. George Washington University Law School 1999
  • B.A. English Fontbonne College 1996

Bar Admissions

  • District of Columbia
  • Virginia

Clerk Experience

  • Honorable Lawrence S. Margolis U.S. Court of Federal Claims

Professional Memberships and Activities

  • Member, ABA Business and Intellectual Property Law sections

Recognition
+

  • Selected as a Leadership Council on Legal Diversity Fellow