Adam Nyhan

ABOUT Adam

Adam is a shareholder at the firm and focuses on corporate, software and financial services work for companies in the United States, Europe, Latin America and India.

His tech clients include Software-as-a-Service (SaaS) providers, custom software developers, website developers, DevOps firms, mobile app developers, video game developers, virtual and augmented reality (VR/AR) companies and managed IT services firms. Adam also represents FinTech companies and regulated financial services institutions including banks, money transmitters, money services businesses and insurance companies. In addition, Adam represents businesses that use blockchain technologies, cryptocurrencies and non-fungible tokens (NFTs).

Adam writes product documentation and contracts (EULAs, license agreements, API agreements, software reseller agreements), negotiates business-to-business tech deals, designs privacy/cybersecurity/data protection compliance programs, forms companies and guides companies in investor relations and financing.

He has represented DirecTV, Discover Financial Services, local and international banks, marketing agencies, media companies and other creative professionals. In addition to his transactional work, Adam has years of experience in commercial litigation, antitrust counseling and white-collar defense matters, in industries ranging from military contracting to pharmaceuticals to electronic payments.

Separate from his legal work, Adam co-founded a Los Angeles software startup, was a Product Manager and General Counsel for a New York City software company, and has founded two other businesses. He has worn nearly every hat inside a tech startup, from enterprise sales to pitching investors, from UX design to managing sprints with offshore engineering teams. Adam is licensed to practice law in New York and Maine.

Representative Matters

Projects that Adam has recently handled include:

• Representing sellers in the sale of a manufacturing company to a private equity firm
• Counseling on Non-Fungible Token (NFT) compliance and intellectual property matters for several software marketplace providers and NFT artists
• Representing companies in securing financing from angel investors through convertible notes, priced equity and SAFEs (Simple Agreements for Future Equity)
• Implementing an Open-Source Software joint development agreement for a multi-national development team
• Negotiating a strategic investment for a software company and executing a related F-Reorganization (tax-free under Section 368(a)(1)(F) of the Internal Revenue Code)
• Designing inter-company license agreements for a multinational software provider
• Negotiating inbound and outbound software license agreements for medical software providers
• Creating online Affiliate Marketing Programs for advertising tech companies
• Advising two Techstars cohort companies on corporate matters
• Advising a Fortune 500 company on compliance with National Automated Clearing House Association (NACHA) rules
• Implementing Reseller programs for Software-as-a-Service (SaaS) providers
• Converting an American limited liability company (LLC) with a foreign owner to a corporation

ARTICLES

• A Hiring Checklist for U.S. Tech Companies
• User Experience (UX) Design Agreements: 4 Essential Clauses to Include
• Legal Fundamentals for Freelancers
• A Legal Checklist for Early-Stage Tech Companies
• Talking Tech: Carlo DiCelico and Loida Otero of Neon Labs
• New California Privacy Law Bars “Dark Patterns” That Hinder Opt-Outs
• When Should a Tech Startup Form a Company?
• Non-Fungible Tokens Make First Appearances in U.S. Courts
• How to Move Your Company to Maine From Another U.S. State
• The Corporate Transparency Act: An Overview for Financial Institutions
• F.D.I.C. Requests that Banks Report Their Cryptocurrency-Related Activities
• 10 Tips for Creating Enforceable Online Software Agreements
• Corporate Transparency Act Imposes New Federal Reporting Requirements on Most U.S. Companies

Publications / Seminars

• “What is the Most Common Legal Mistake that Attorneys See Laypeople Make?” published by Gust
• “Maine Sectoral Privacy Overview,” an annually-updated treatise surveying Maine’s privacy laws, published by OneTrust DataGuidance, last rev’d July 2022
• “Representing Website Developers and Software Firms,” Continuing Legal Education, Cumberland Bar Association, Portland, Maine (2019)
• “Selling Software: Legal Issues,” SCORE Maine, Portland, Maine (2019)
• “Legal Issues in Design & Website Development,” Coastal Enterprises, Inc. Women’s Business Center, Maine (2018)
• “Legal Triage for Early-Stage Startups,” Startup Maine Conference, Portland, Maine (2018)
• “Legal Issues for Artists: An Overview,” Black Artist Forum, Portland, Maine (2018)
• “Contracts & Intellectual Property: What Business Owners Really Need to Know,” Coastal Enterprises, Inc. Women’s Business Center, Portland, Maine (2018)
• “Contract Law Basics for Small Business,” New Ventures, Brunswick, Maine (2017)
• “Protecting My Small Business: Customers, Contracts and Advertising Law,” Coastal Enterprises, Inc. Women’s Business Center, Portland, Maine (2016)