The telecommunications, media, and technology (TMT) services at Morgan Lewis are on the cutting edge of the communications field. We enjoy a global reputation because we understand the communications industry’s history—from the evolution of this sector throughout the last 40 years to where the industry is today—as well as where future opportunities and roadblocks may lie.
Our team includes lawyers formerly in senior-level positions at the US Federal Communications Commission (FCC) and other government agencies, as well as lawyers with significant in-house industry experience. The hallmarks of our service are strategic advice and proactive representation that is highly responsive to our clients’ business priorities. Our partners are established and represent clients with interests in a dynamic mix of competitive local services, Internet-based services and applications, wireless and spectrum issues, subsea cable matters, and other international ventures.
Our clients include Fortune 100 companies, first- and second-stage enterprises and entrepreneurs pioneering state-of-the-art products and services, and companies looking to cross over into new markets to keep pace with rapidly changing technology and demands. These clients take advantage of our extensive institutional knowledge across a range of telecommunications areas.
As part of a global, full-service firm, our lawyers regularly collaborate with top-level lawyers in other areas—including antitrust, restructuring, finance, mergers and acquisitions, and intellectual property. This enables us to meet our clients’ needs for broad and deep advice in policy, regulatory, transactional, international, litigation, legislative, privacy, tax, and land-use matters.
Our lawyers have played roles in nearly every significant development in the communications industry—both in the United States and internationally—during the last 30 years. By authoring seminal proposals and developing groundbreaking legal strategies, we have not only met clients’ particular needs, but in some cases also opened new markets or changed the way telecommunications services and wireless-spectrum and Internet-based technologies are regulated in the United States and worldwide.
Our diverse talent and unique approach give us an in-depth understanding of our clients’ priorities. This enables us to effectively represent clients in deals, litigation, technology initiatives, and compliance enforcements. At the same time, this also allows us to anticipate and advise clients on the latest market developments, regulatory changes, legislative actions, and commercial and technical issues.
We are strong advocates on antitrust and competition. We represent clients in proceedings before US federal and state regulators that evaluate mergers and acquisitions in the media industry and raise antitrust and competition issues, including vertical and horizontal integration and clustering concerns.
Our communications and technology lawyers aggressively protect the interests of our clients in the resolution of disputes involving customers, suppliers, vendors, contractors, employees, lenders, and competitors. Our lawyers regularly appear before US federal and state courts, the FCC and state public utility commissions, and private and public mediators and arbitrators. We represent clients in proceedings and investigations before the Federal Trade Commission (FTC), the Department of Justice (DOJ), and state attorneys general. We also have experience representing communications companies as both debtors and creditors in proceedings under the US Bankruptcy Code.
We are well known for our experience in litigating claims involving intercarrier compensation matters. On behalf of a competitive local exchange carrier (CLEC) client, we filed the first successful complaint for the collection of reciprocal compensation for calls made to Internet Service Providers (ISPs). We have also successfully represented carriers in recovering access charges for calls made by the customers of wireless carriers. In many cases, we are able to negotiate settlements to such disputes without resorting to litigation. However, when necessary, we aggressively advocate for our clients’ rights before federal and state regulators and in the courts.
We are a leader in the resolution of disputes arising from the rapid emergence of VoIP and other IP-enabled services. We represent VoIP providers, application service providers and other technology companies in their efforts to minimize the regulation of their services and to apply rational requirements to the exchange of communications traffic. We also help carriers enforce their rights to payment when other providers fail to meet their obligations to pay compensation for IP traffic.
We work closely with the firm’s litigators to give clients access to the firm’s litigation resources. For example, communications and litigation lawyers recently obtained federal court injunctions preventing telecommunications regulators in Minnesota and New York from imposing state market-entry requirements on the leading provider of VoIP services.
We are nationally recognized for our experience in federal communications regulation. We serve as primary FCC counsel for many companies in the wireline, wireless, satellite, emerging technologies, equipment, and video sectors. We work with companies individually and, when it serves our clients’ purposes, we establish coalitions with other allied interests. These companies look to us for help in navigating through or changing the multiple layers of federal regulatory requirements that may apply to their deals, their technology, and/or their business plans. We are advocates with experience before the FCC and have participated in hundreds of rulemaking proceedings on a broad range of communications matters, including many high-profile matters in which we successfully advocated for groundbreaking policies and rules. We also advocate for our clients’ interests in connection with commercial transactions, disputes with other parties brought before the FCC, licensing waivers, and enforcement proceedings initiated by the FCC.
Through our work before the FCC we have established a national and international reputation for experienced, high-quality, innovative, and thoughtful yet aggressive legal regulatory services. Our lawyers have long-established and close working relationships with FCC staff at all levels in most FCC operating bureaus. Our lawyers frequently meet with the chiefs of the operating bureaus and their legal and technical advisers.
Our communications and technology clients rely on our services for support on a wide range of corporate finance transactions, including the purchase, sale, financing, and exchange of network facilities and services; mergers and acquisitions; private and public issuances of equity and debt securities; initial public offerings; syndicated loans; and vendor financings. Our lawyers handle transactions ranging from several-million-dollar “angel” investments to multibillion-dollar public offerings. We work closely with the firm’s corporate and tax lawyers to provide our clients with comprehensive solutions to their corporate finance needs.
Our transaction-related experience includes regularly advising some of the nation’s leading commercial, merchant, and investment banks; venture capital firms; buyout firms; financial advisory firms; and equipment manufacturers in the regulatory and corporate aspects of financial transactions. We have experience in structuring and negotiating novel and sophisticated transactions and products to comply with regulatory requirements and to minimize regulatory approvals.
Our representation includes all aspects of such transactions—from due diligence and deal structuring, to negotiating and drafting transaction documents, to obtaining US federal and state and non-US regulatory approvals.
In some of our recent representations we:
As the communications and technology industry has gone global, so have our services. We represent US domestic clients making their first forays into non-US markets; established providers expanding their international operations, including companies seeking to construct or invest in subsea cable; and foreign companies entering the United States. We work with numerous non-US governments, regional institutions like the European Commission, and international entities like the International Telecommunication Union (ITU) to ensure that the liberalization and deregulation of the global communications market continues and is strengthened.
We serve as a key resource for our communications and technology clients by managing their regulatory, transactional, and tax needs throughout the United States, Europe, Latin America, the Caribbean, Asia, and Oceania. We frequently act as an international legal “quarterback” for companies entering multiple international markets.
A number of our lawyers are multilingual or hold non-US law degrees. We work closely with other lawyers in the firm or qualified foreign lawyers to structure clients’ international operations to meet their business goals and ensure favorable tax treatment in the United States and abroad.
We also represent companies investing in the United States. We help non-US communications companies understand the US federal and state laws applicable to the industry. We also advise on international investment, national security, and law enforcement issues and help clients structure their investments to comply with the requirements of US law.
Examples of our work for our international clients include the following:
The ability to obtain access to rights-of-way, poles and conduits, and customer premises is critical for facilities-based communications providers. We represent wireline and wireless carriers, cable television (CATV) and open video systems (OVS) providers, and ISPs in all aspects of planning, building, and installing their networks. We bring our experience in regulatory, transactional, and environmental matters to help our clients obtain reasonable and cost-effective access to these crucial facilities.
Gaining access to private multitenant office buildings is one of the thorniest issues facing competitive communications providers. We have experience negotiating building access and rooftop antennas as well as helping carriers and wiring owners navigate the thicket of federal and state laws applicable to inside wiring.
In today’s heightened security environment, communications and technology companies need to be aware of government concerns regarding law enforcement and homeland security. Data protection, privacy, and enterprise cybersecurity can affect business models and take on increased significance during mergers, acquisitions, and other corporate transactions.
Our lawyers determine what provisions of federal and state wiretapping, information retention, privacy, and network security laws apply to our clients and help them implement policies and procedures that meet their legal obligations. We represent social media companies, software as a service providers, telecommunications carriers, VoIP and Internet-based service providers, and equipment vendors before the DOJ, the Federal Bureau of Investigation (FBI), and the FCC regarding the requirements of the Communications Assistance for Law Enforcement Act (CALEA), the Electronic Communications Privacy Act (ECPA), the USA PATRIOT Act, and related statutes. We help clients respond to wiretap orders and subpoenas for documents and subscriber information received from law enforcement agencies.
Foreign investment in US communications and technology companies is also attracting increased government scrutiny. Our lawyers advise clients on the implications of proposed foreign investment under the Communications Act of 1934 and the Exon-Florio Amendment. We structure transactions to comply with applicable regulations and work with the Committee on Foreign Investment in the United States (CFIUS), the FCC, Congress, and the Executive Branch to address law enforcement and national security issues. We negotiate network security agreements and side letters, proxy and trust agreements, and anti-money laundering agreements with CFIUS and its constituent agencies, including the US Department of Homeland Security, the DOJ, and the US Department of Treasury. In two cases presenting novel and complicated issues of national security and law enforcement, we obtained CFIUS and FCC approval for the sale of a large global telecommunications network to a Singaporean carrier and for the acquisition of a US local exchange carrier by investors from the Middle East.
Our TMT lawyers, together with the firm’s government affairs lawyers, advise communications and technology companies regarding export control issues. We assist communications equipment manufacturers in export licensing matters before the US Department of Commerce. We also obtain licenses from the Office of Foreign Assets Control that permit our clients to provide services and equipment in countries subject to US economic embargoes, including Cuba, Iran, Iraq, Sudan, and Syria.
We help clients obtain the licenses, permits, and certifications necessary for video services, broadcast stations, and direct broadcast satellite (DBS) and satellite master antenna television (SMATV) systems. We negotiate franchise agreements, with an emphasis on minimizing regulatory obligations for companies providing bundled services. We counsel clients on regulatory obligations associated with providing CATV and OVS services, including public, educational, and governmental (PEG) channel requirements; retransmission consent agreements; and must-carry obligations.
Our firm includes some of the first lawyers to develop in-depth experience in franchising matters for competitive communications companies. We negotiate access agreements with private landowners and quasi-public entities throughout the United States.
We assist clients with developing market entry strategies for providers of all manner of voice, video, and data services with the goal of maximizing their business opportunities, and providing comprehensive and integrated guidance on the US federal, state, and local regulatory implications of their proposed service offerings.
We represent traditional and emerging media companies on regulatory and transactional issues in connection with services such as CATV, OVS, broadcast radio and television, SMATV, and DBS. We advise clients on a variety of issues, including licensing, franchising, market entry strategies, access to content, “triple play” (video, telephone, and broadband) services, regulatory classification of services, media ownership, and antitrust, competition, and copyright issues. We help our clients take advantage of business opportunities in emerging video technologies and content services, and we work with regulators to establish policies to maximize the business potential of media-related technologies.
We work closely with our mergers and acquisitions lawyers to advise clients on media mergers and acquisitions, related regulatory implications, and the applicability of the media ownership rules. We also work to ensure that transactions comply with the FCC’s media and foreign ownership rules and ownership attribution requirements and limitations.
We assist communications providers in obtaining access to poles and conduits for the installation of their network facilities. We advise clients on the complex FCC and state regulations applicable to poles and conduits and negotiate and draft pole attachment and conduit access agreements with municipal and investor-owned utilities, incumbent telephone companies, and other competitive providers as well as advising clients that find themselves in access disputes. We advise our wireless clients in all aspects of tower siting, including conducting due diligence in connection with the acquisition of existing tower facilities.
Our TMT lawyers represent clients with diverse interests in domestic and foreign satellite systems and services. We counsel satellite operators, users, and investors, and are vigorous advocates of satellite policy on their behalf. Our team has played a key role in the development of US private satellite systems to compete with global international systems. We assist DBS clients in obtaining financing and FCC authorizations. We provide support to satellite clients that are delegates to the ITU and World Radio Conference (WRC). We proactively analyze FCC rulemakings so clients can capitalize on opportunities presented by regulatory changes in the satellite industry. We also advise investors on the other regulatory issues relevant to the satellite sector, including companies operating in the L-Band and S-Band.
We assist our clients in all facets of satellite licensing matters, including preparing initial license applications, modifications, and renewals; obtaining equipment authorization; prosecuting requests for special temporary authority and rule waivers; complying with antenna performance testing requirements; and completing transfers of satellite authorizations and satellite service providers. We handle numerous licensing matters for C-band, extended C-band, and Ku-band earth stations and very small aperture terminal (VSAT) networks. And we maintain close working ties with FCC and congressional staff so our clients have access to policymakers on satellite industry issues.
We also handle commercial contracting and transactional matters for our satellite clients, including ITU and coordination-related activity, transponder leases, customer agreements, government contracts, equipment purchases, and other agreements. Our clients are global in reach, so we also advise clients on foreign licensing and regulatory issues.
Recent examples of our work include the following:
Our TMT lawyers represent a wide range of wireless providers—from traditional cellular and personal communications service (PCS) carriers, to providers of 802.11 Wi-Fi technologies in the 2.4 GHz and 5 GHz bands, to emerging service providers pursuing innovative spectrum uses in a range of spectrum. Our clients provide specialized mobile radio (SMR) service; small cell service at 3.65 GHz; point-to-point microwave; local multipoint distribution service (LMDS); multipoint distribution service (MDS); 38 GHz service; millimeter wave services; broadcast auxiliary services; MVDDS; Part 90 services, including business radio and private land mobile radio (PLMR) services; paging; wireless communications service (WCS); and a variety of satellite services, among others. Our understanding of the complex business, technological, and regulatory issues faced by wireless providers allows us to provide comprehensive advice to our clients in this rapidly changing sector of the communications industry.
We develop and implement innovative business models for emerging wireless providers such as mobile virtual network operators (MVNOs) and MVDDS providers. We helped develop the secondary markets model for spectrum leasing and spectrum exchanges. We aid clients in devising and implementing regulatory compliance strategies on matters such as universal service, wireless E911, wiretapping requirements under the CALEA, spectrum allocation, foreign ownership, and radio frequency (RF) interference. We assist clients in navigating the FCC’s spectrum auction and eligibility rules.
We advise investment banks, venture capital companies, and other investors regarding opportunities in the wireless sector and how they can leverage the regulatory regime to maximize their return. For example, we recently represented a venture capital fund in its purchase of the wireless data business of the largest US wireless carrier. We also represent wireless infrastructure providers, including tower owners and equipment manufacturers. Our client base is international in scope, as we counsel service providers, manufacturers, and investors on spectrum and wireless issues in foreign markets.
Our transactional and commercial contracting experience enables us to represent clients in mergers, acquisitions, and other transactions as well as to negotiate and draft agreements for joint ventures, MVNOs, resale, roaming, and vendor equipment purchases and financing. Our experience in land use matters allows us to address the tower siting and other build-out issues that our wireless clients confront.
For example, we worked with the firm’s business and finance and intellectual property lawyers to provide a full range of legal services to the leading MVDDS provider. Firm lawyers helped structure and finance the client’s operations and convinced Congress and the FCC to utilize an auction to allocate an MVDDS spectrum. We represented the client in the FCC’s spectrum auction and successfully defended it against claims of patent infringement.
Compliance with ever-changing zoning, environmental protection, and historic preservation laws can be difficult. Our TMT and environmental lawyers help communications providers, tower companies, and construction contractors to understand their obligations and avoid construction delays, costs, and fines that can result from noncompliance. We also advise clients on National Environmental Policy Act (NEPA), National Historic Preservation Act (NHPA), and Endangered Species Act (ESA) issues involving protection of Native American cultural resources, migratory birds, and endangered species.