Rick Denmon

I am a shareholder at Carlton Fields Jorden Burt, PA and currently serve as the head of the firm’s securities practice and as a member of its entertainment and intellectual property practice group.

Rick Denmon

Experienced Lawyer

I am an experienced lawyer licensed in New York and Florida, who has blended a corporate and securities law practice with an entertainment and media law practice to provide a rare combination of skills and knowledge for my clients.

With more than 30 years of experience as a securities and corporate lawyer, I am able to apply my finance-oriented practice with work on entertainment and media law matters for both individual and entity clients. I am shareholder with the law firm of Carlton Fields which has over 300 attorneys located in 10 offices, including the entertainment hubs of Los Angeles, New York, Atlanta, and Miami.

Entertainment and Media Law

My entertainment and media practice covers all aspects of entertainment, media and sports law, including the following areas of representation:

Representing all of the players in the music industry, including songwriters, recording artists, record producers, and record labels in the negotiation of the various agreements used in the music industry.

Preparing and negotiating on behalf of copyright holders, producers, and distributors the full range of agreements and relationships necessary to take an original work or a reality concept from the acquisition or creation of the underlying literary work to the final production and distribution of a film, television or internet production, including compliance with respect to applicable union and guild requirements.

Although far from the lights of Broadway, I have represented investors and producers of theatrical productions, including the underlying investment agreements and the acquisition of literary and any grand rights for the production, as well as agreements with or for directors, choreographers, and actors.

Representing talent in all areas of the entertainment industry, and occasionally managers of talent, in negotiating a variety of personal agreements, talent agency agreements, and other arrangements central to the talent’s career.

Representing clients in the areas of digital and interactive entertainment, Internet applications (apps), and video gaming, including the negotiation of various licenses and agreements with content providers, and advising clients with respect to various Cyberlaw issues including DMCA safe harbors, ISP safe harbors from publisher liability, domain name registration, Anti-Cybersquatting Consumer Protection Act, and resolution of ownership issues, online contracting and licensing issues, privacy issues, Electronic Communications Privacy Act, and the Children’s Online Protection Act.

Representing and advising clients on various aspects of the laws affecting media and mass communication, including advice with respect to defamation, rights of publicity, privacy rights, commercial speech regulation and related FCC and FDA rules, and other First Amendment issues, such as those relating to content-based regulation, broadcast, cable and satellite regulation, ratings of film content, political programming, and obscenity.

Including the negotiation of arena naming rights agreement with a professional hockey team and sponsorship agreements with various car racing and monster truck teams.

Representing both authors and publishers negotiating publishing agreements for both traditional print and online content, assisting in clearance and defamation reviews, and licensing of literary works for use in other formats or media.

As part of my entertainment and media law practice, I also negotiate other various licenses and clearances on behalf of my clients, provide copyright, trademark, and e-commerce advice, and prepare and negotiate any necessary offering or bank financing documents.

Securities and Corporate Law

My securities and corporate law practice is concentrated in the following areas:

Of equity, debt, and hybrid securities, representing both issuers and underwriters/placement agents. I have represented clients in all types of public offerings, including initial public offerings, secondary offerings, stock dividend plans and other shelf registrations, and in private offerings under various exemptions from registration under the federal securities laws, including Regulation A and Regulation D.

Representing both investors and individual companies in connection with various stages of investment financing and exit strategies, including the negotiation of seed and angel financings, convertible note financings, and complex equity purchase agreements, as well as related warrants, registration rights, stockholder agreements, investment agreements, preferred stock designations, debt instruments, and other similar documents.

Under both federal and state laws, including the preparation of periodic reports, proxy statements, and other filings required to be made by public companies and their investors with the Securities and Exchange Commission, development of corporate policies required for public companies, assist companies in complying with any applicable stock exchange listing and rules, and advise and assist clients with re-sales of both registered and unregistered securities, and compliance with beneficial ownership reporting under SEC rules. I regularly advise public companies with respect to various compliance issues under the Sarbanes Oxley Act of 2002 and The Dodd–Frank Wall Street Reform and Consumer Protection Act

Involving both public and privately held companies in a wide range of acquisition transactions, including tender offers, going private transactions, asset sales, and shareholder solicitations, and other extraordinary transactions, such as recapitalizations, stock repurchase plans, reorganizations, and redemptions.

In connection with the formation and the various stages of investment financing, including preparation of investment fund formation documents, the negotiation of exit strategies, and the preparation of financing and investment transactional documents for portfolio investments.

Involving complex lending transactions entered into by public and private borrowers with private equity funds, banks, and other financial institutions, including offerings subject to the Trust Indenture Act of 1939.

Involving, among other things, advising boards of directors with respect to fiduciary duties and their responsibilities, prepare and review committee structures, charters, and corporate governance guidelines and policies, preparing director and employee equity incentive plans, including stock options, SARs, performance options, restricted stock, and RSUs, and advising clients in connection with contests for corporate control. As part of my practice, I am often engaged to act as special counsel to various corporate committees.

Combination of Securities, Corporate, Entertainment, and Media Practices

Taking advantage of my background and experience as a corporate and securities lawyer, I am able to provide my entertainment and media clients with full service representation in aspects of their projects and endeavors, including:

  • Structuring projects and entity formation

  • Due diligence reviews of corporate documents and entertainment and media properties

  • Advising my clients with respect to securities and financing laws relating to the funding of entertainment and media ventures and projects

  • Negotiating all necessary entertainment law related agreements, contracts, and licenses

  • Registering and protecting all intellectual property rights associated with the newly created content for the project or venture, including copyrights and trademarks

  • Researching and obtaining all necessary licenses and clearances and conducting defamation and rights of publicity review

  • Negotiating all of the relevant acquisition and financing documents (including, if applicable investment and/or bank financing documents)

In addition to assisting my clients with their specific entertainment law projects, I am also able to assist media entities in connection with their capital raising and financing activities, general corporate governance matters, and merger and acquisitions transactions.

Accolades