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Education
Overview

Sheppard Mullin represents educational organizations, including profit and not for profit universities (both traditional and on-line), public and private secondary schools, and vocational and technical schools. The range of services we provide includes corporate, real estate, environmental, and tax matters, and handling government investigations, employment, intellectual property, and other types of litigation.

We have participated in the early stage representation of for profit educational companies and taken them through early rounds of venture funding and liquidity funding. We assist these companies in acquiring or merging with other companies in the same industry, including working with the Department of Education and the Higher Learning Commission on Change of Control issues. Our interdisciplinary team has demonstrated the ability to take an idea and turn it into a profitable public company, including our recent representation of a leading provider of postsecondary education services from inception through its initial public offering.

For our on-line university clients, we create employment agreements and guidelines for the hiring and employment of employees in all 50 states of their on-line operations.  We negotiate and draft employment agreements for senior executives of and draft and implement stock ownership plans at the early stages of their growth.  In the operational arena, we handle labor and employment issues, establish and institute internet privacy and document retention policies, negotiate the leasing of real property, and structure and negotiate school management agreements, curriculum licenses, joint venture agreements, e-commerce contracts, and various types of financing.  We perform all of the legal work necessary for a private company to convert to a public company and be listed on national securities exchanges, such as NYSE and NASDAQ.

We also advise not for profit public and private educational institutions on employment law and executive compensation, intellectual property litigation involving trademark and copyright protection, real estate and construction litigation, bond financings, creditors' rights, government contracts, tax and ERISA issues. We work with schools and educational organizations to obtain and preserve federally recognized tax-exempt status, as well as counseled them on "unrelated business taxable income," tax-exempt financing and fundraising, and other tax issues.  We have also advised non profit educational institutions on legal issues in connection with their endowments.

Areas of Expertise

Financing

  • Venture capital and private equity financing
  • Business and strategic growth planning
  • Strategic planning for liquidity events
  • Stock equity and purchase plans
  • Initial and secondary public offerings
  • Going private transactions
  • Fund formation for vocational education 

Growth

  • Acquisition of schools and real estate
  • Leveraged recapitalizations
  • Mergers and acquisitions
  • Acquisition of assets of nonprofit schools by for profit schools

Government Investigations

  • Responses to state and federal agency inquiries
  • Defense of practices at issue in investigation
  • Preparation of witnesses for potential examination

Land Use and Real Estate

  • Permitting
  • Leasing
  • Purchase
  • Real estate finance
  • Due diligence for new facilities
  • Claims regarding construction defects

Employees

  • Employee manuals
  • Executive and employee incentive compensation plans
  • Executive compensation studies
  • Employment agreements
  • Labor audits
  • Class action litigation defense
  • Confidentiality notice and non-compete agreements

Risk Management

  • Review directors and officers liability insurance policies and related insurance for public educational companies

SEC Compliance

  • 1934 Act compliance
  • Formulation of board committees
  • Stockholders agreements
  • Registration rights agreements

Privacy and Regulatory Compliance

  • Internet privacy policies for on-line schools
  • Document retention policies
  • Compliance with the on-line educational requirements of the 50 states
  • Student privacy policies

Litigation

  • Constitutional/Statutory or regulatory issues
  • Discrimination
  • Equal Educational Opportunities Act
  • Title IX of the Federal Education Amendments of 1972
  • Americans with Disabilities Act
  • Individuals with Disabilities in Education Act
  • Appeals 

Intellectual Property

  • Patent, trademark and copyright prosecution
  • Intellectual property litigation