Representation of Software, Computer and Other Technology Companies

Counsel for Wang Laboratories

Beginning in 1989, Barclay represented Wang Laboratories, a computer company that at the time had 30,000 employees and over 30 in house attorneys. Barclay served as Wang Laboratories’ outside counsel for the Southern Region, which included in excess of 1,000 employees, as well as several other States. He advised the Vice President of the Southern Region and all of its other key officers and employees on all legal matters and business transactions in the Southern Region. Barclay drafted Wang Laboratories’ National Sales Agreement, as well as Wang’s National Systems Integration Agreement. He drafted and negotiated Wang’s first eight to ten Systems Integration Agreements throughout the United States, including those with Citicorp, Nubanco, the State of Georgia, the McGlinchy Law Firm, and other law firms.

Counsel for Software and Technology Companies

As outside general counsel for software companies that have developed and are licensing network attached storage software and storage area network software, as well as management application software for use on operating system software, Barclay drafted and negotiated various agreements with Intel, Bell Microproducts, Inc., Arrow Electronics, Sun Microsystems, Sabio, Sanmina and other national and international manufacturers of microprocessors, boards and storage related products, including OEM Software License Agreements, Software License Agreements, Software License and Maintenance and Support Agreements, Professional Services Agreements, Source Code License Agreements, involving the development and licensing of firmware, operating systems and application software, including both open source and proprietary software.

Barclay has represented and represents a variety of other software and technology companies, all with the purposes of enabling those companies to preserve their trade secrets, confidential information and intellectual property rights that are the basis for their generating and increasing the value of their companies, as well as to draft and negotiate contracts that not only reflect the manner in which they conduct their businesses, but also help to minimize disputes and litigation with their clients and customers through the use of specific, detailed contractual terms and conditions.

Representation of Offshore and Onshore Software Development Companies

Barclay has also formed and represents several offshore and onshore software development companies. During the course of such representation, he has negotiated and finalized contracts with foreign entities to provide software development services as a subcontractor for an Atlanta-based offshore development company that contracted with a number of substantial companies for the development of mission critical software. He drafted and negotiated the Professional Services Agreements and Software Development Agreements with those companies.

Representation of Companies and Individuals in Business Transactions, Mergers and Acquisitions

Representation of Companies and Individuals

Barclay has represented a number of entrepreneurs and helped them to form and grow their start-up companies, as well as many privately held small and midsized mature businesses. His background and experience as a trial lawyer and as a trustee in bankruptcy, as well as his experience as a transaction attorney representing a wide range of businesses from software and other technology companies to construction companies, manufacturers and real estate developers, among others, provides him with a breadth and depth of experience over thirty years of practice and knowledge of numerous areas of law. He works closely with his clients to understand their businesses and to provide counsel and contracts designed to optimize his clients’ opportunity to focus on their business and its profitability and to minimize the likelihood of disputes that are likely to result in expensive and unproductive litigation.

Mergers and Acquisitions

In addition to his having formed and served as outside general counsel to a number of technology and non-technology related companies, Barclay has also represented a number of these companies in the purchase or sale of assets or stock and/or in the merger of his clients with other entities. For example, he represented a medical technology company in the merger of that company with and into a limited company formed under the laws of the United Kingdom, and negotiated and successfully completed the sale of a utility reading company having industry related technology to a Canadian company. He has represented clients both in the purchase and in the sale of a software company’s assets to a company involved primarily in the manufacture and sale of hardware products, and vice versa. He has also been involved in the purchase and/or sale of a manufacturing company and of several consulting companies, and has structured an option to purchase the assets and intellectual property rights of a technology company, which resulted in his client retaining a multimillion dollar option price, as well as the technology that was subject to the option.

Litigation, Resolution and Settlement of Business Disputes

In the late 1980’s, Barclay, along with another partner and several associates, successfully represented EF Hutton in litigation in a U.S. District Court in Houston, Texas that involved one of EF Hutton’s largest and most critical litigation cases. They successfully defended against over twenty claims, including securities and common law fraud claims, seeking in excess of $160 Million Dollars from EF Hutton, and obtained a judgment on EF Hutton’s counterclaim in an amount in excess of $150 Million Dollars. He has also successfully represented Metropolitan Atlanta Rapid Transit Authority (MARTA) in defense of personal injury cases and in condemnation cases. He has also represented both plaintiffs and defendants in lawsuits involving claims of breach of contract, tortuous interference with contract and business relations, fraud and breach of fiduciary duty. Barclay has successfully obtained jury verdicts substantially reducing property taxes on commercial properties, and in the U.S. Tax Court successfully defended against all of the IRS’s claims against his client for additional taxes owed in the millions of dollars.

Barclay successfully challenged and reversed a State’s award to IBM of a substantial and strategically important computer contract. He has also successfully defended against and defeated an international computer company’s challenge of a State’s awarding of a computer contract to his client, and against a major competitor’s challenge of a State’s award of a software system and services contract to another of his clients.

In addition to litigation, arbitration and mediation matters, Barclay has also been successful in settling partnership and shareholder disputes and claims, both within and outside of the context of litigation, including a settlement involving numerous partnerships and limited liability companies, and in excess of fifteen commercial properties having values in excess of $50 Million Dollars.

Freisem, Macon, Swann & Malone, LLP, Atlanta, Georgia

Commercial Real Estate Law Software and Intellectual Property Law Corporate and Commercial Law Litigation Vehicle Sales and Leasing Collections
George H. Freisem Barclay T. Macon, Jr. C. Cyrus Malone III Joseph G. Mattarella John A. Swann
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