Turn the assets you built into the revenue you planned for.
Licensing is where ownership becomes income.
25+
Retailers in Global Distribution — Client Portfolio
The legal framework
A license is the legal instrument that converts a registered trademark, a copyrighted work, or a proprietary technology into recurring revenue — but only when it is structured to capture the value and preserve the owner's control. We draft and negotiate trademark, copyright, and technology licensing arrangements across entertainment, consumer brands, technology, and media — from single-mark licenses to enterprise licensing programs and catalog acquisitions. The terms that matter — royalty structure, audit rights, exclusivity, quality control, reversion, and termination exposure — are the terms that determine whether the deal pays off or quietly erodes the asset.
Asset Classes
Trademark and brand licensing, copyright and content licensing, and technology and software licensing. Each asset class has distinct structuring considerations — we tailor the deal to the asset, not the template.
Royalty Structures
Fixed fees, percentage royalties, tiered royalties, minimum guarantees, advance-against-royalty, and most-favored-nation provisions. We model the economics before drafting — the structure is where value is captured or lost.
Catalog Acquisitions
For buyers of IP catalogs (music, publishing, brand portfolios), we conduct due diligence on ownership chain, registration status, existing licenses, and termination exposure under 17 U.S.C. §§ 203 and 304.
Quality Control
Trademark licensors must exercise quality control or risk abandonment (the "naked licensing" doctrine). We build quality-control and approval-rights provisions that protect the mark without strangling the deal.
What we handle
Trademark & Brand Licensing
Structuring and negotiating trademark license agreements — exclusivity, territory, field-of-use, quality control, approval rights, and reversion. We build licensing programs that scale a brand without diluting it.
Copyright & Content Licensing
Synchronization, mechanical, publishing, and content distribution licenses. Royalty structures, audit rights, reversion, and termination exposure. We license the work while preserving the underlying ownership.
Technology & Software Licensing
Software licensing, SaaS agreements, technology transfer, and IP assignments. We structure deals that allocate risk on warranty, indemnity, and infringement while preserving the licensor's core IP.
Catalog Acquisitions & Due Diligence
For buyers and sellers of IP portfolios — ownership chain, registration status, encumbrances, existing licenses, and termination exposure under §§ 203 and 304. We surface the issues that move valuation.
Co-Branding & Strategic Partnerships
Co-branding agreements, strategic partnerships, and endorsement arrangements — allocating ownership of co-created assets, approval rights, and exit provisions.
Royalty Audit & Compliance
Royalty audit provisions, audit rights, and ongoing compliance monitoring. The audit clause is where underreporting is either caught or buried — we draft it to be enforceable.
Trademark & Copyright
The license is where the asset earns its keep — and where most owners give value away without knowing it. The royalty structure, the audit right, and the reversion clause are where a deal is won or quietly lost.
— Michael A. Johnson, Shareholder
How we work
Shareholder-led from intake. Counsel that moves as fast as the matter requires — and prepares for the resolution that may never require a courtroom.
Rights Audit
We confirm ownership, registration status, existing encumbrances, and termination exposure before the deal moves. A clean rights foundation is the difference between a licensable asset and a litigation risk.
Deal Structuring
We model the economics — royalty, minimum guarantee, advance, tiering, MFN — and structure the term sheet so the commercial terms are settled before the lawyers start drafting.
Negotiation & Drafting
We draft and negotiate the license — exclusivity, territory, quality control, audit, reversion, indemnity, and termination — protecting the asset while closing the deal.
Portfolio Management
We manage the licensing program on an ongoing basis — renewals, audits, enforcement, and expansion — so the asset continues to generate value across its life.
Representative results
Outcomes in this area. Every result depends on its facts; past results do not guarantee a similar outcome.
25+ retailers
Advised a luxury consumer brand on licensing and distribution agreements that expanded global retail presence to more than 25 major retailers across 10+ countries — while preserving ownership of the underlying trademarks and designs.
Consumer Brand · 2024
$MM
Conducted IP due diligence on a music publishing catalog acquisition — identified § 203 termination exposure that reduced the purchase price and shifted post-acquisition risk to the seller through targeted reps and warranties.
Publishing Catalog · 2025
Multi-year
Structured a multi-year trademark licensing program for a consumer brand entering new product categories — tiered royalties, minimum guarantees, and quality-control provisions that protected the mark while funding expansion.
Brand Licensing · 2026
Michael A. Johnson
Shareholder Nashville
Business and intellectual property counsel to founders, creative companies, and technology businesses.
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Shareholder-led from the first call. We'll assess the situation, frame the options, and tell you what we'd do — straight.