David Gellen is a shareholder at Nason Yeager and chair of the firm’s Corporate Department. Mr. Gellen represents public and private companies and entrepreneurs in a range of industries, including technology and e-Commerce, consumer products, entertainment, energy, hospitality and healthcare. He advises clients in connection with a wide array of corporate transactions, including mergers and acquisitions involving a variety of industries including, but not limited to, the sale of medical and dental practices, equity and debt transactions, corporate restructurings, private equity, venture capital, joint venture and other strategic licensing arrangements including the preparation of development, manufacturing, distribution, supply, reseller and outsource agreements, and cross-border transactions. Mr. Gellen’s practice also includes general corporate counseling in areas such as corporate governance, securities disclosures and regulations, and compliance, internal investigations, data privacy and security, and fiduciary duties and related director and officer responsibilities.
In addition, Mr. Gellen provides strategic advice in connection with the offensive and defensive protection of intellectual property rights for his clients, including the consideration for patent, copyright, and trademark protection. He also negotiates commercial contracts, including but not limited to a variety of general business, intellectual property, license, employment, and real estate contracts. In an effort to help his clients avoid costly litigation, he provides creative and practical solutions to resolve pre-litigation business disputes.
Prior to joining the firm, Mr. Gellen was in private practice for many years including serving as a partner with Kutak Rock LLP, as a shareholder with Greenberg Traurig, P.A. and as a partner with Akerman LLP. He also previously served as senior vice president and general counsel of a leading Internet-based social networking and technology company and as vice president and general counsel of a leading global designer, developer, and manufacturer of digital technology.
In 2020, Mr. Gellen was named a Top Lawyer by Palm Beach Illustrated for Business/Corporate and Corporate Law. He was included in South Florida Legal Guide’s Top Lawyers in 2021 and 2022, Super Lawyers in 2022 and Florida Trend’s Legal Elite in 2021 and 2022.
1. Represented an international set-top box manufacturer in connection with an agreement to acquire the set-top box and connectivity solutions business of a major electronics company.
2. Represented an international set-top box manufacturer in a variety of supply and manufacturing agreements for various multiple system operators.
3. Represented a founding shareholder in connection with the sale of his ownership interest in a national workers’ compensation insurance company.
4. Represented an elevator and lifts company and its members in connection with the sale of their ownership interests to a global leader in the accessibility industry.
5. Represented a publicly traded company in connection with securing a worldwide license and distribution agreement involving the supply of specialized electronics and lighting products.
6. Represented a variety of issuers in private placements, including, companies involved in the cloud computing technology industry, beverage alcohol industry, and healthcare industry, among others.
7. Represented a foreign, publicly traded company in connection with the restructuring of its US operations.
8. Represented a large market maker of used smartphones in connection with the sale of its domain name and certain related intellectual property.
9. Represented a Florida medical group in connection with the acquisition of a medical practice.
10. Represented a Florida dermatology practice in the sale of its practice to another dermatology practice group.
11. Represented a Grammy Award winning sound mixer and Company in connection with various contracts with notable musicians.
12. Represented a restaurant franchisee in connection with the buy-out of the franchisee’s business partners.
13. Represented a restaurant franchisee in connection with the acquisition of three additional franchisee restaurants.
14. Represented an international set-top box manufacturer in securing licensing agreements on favorable terms with a variety of international licensors including, but not limited to, conditional access, operating system software and component and accessory parts.
15. Represented a post-secondary education company, in connection with the acquisition of a regionally accredited for-profit university.
16. Represented Florida based investors in connection with the acquisition of the assets of a Michigan based automobile dealership.
17. Represented a Florida based company and its owners in connection with the purchase of a minority interest with option to acquire majority control of a trash chute cleaning and maintenance company.
18. Represented a software company in connection with the rollout of an online veterinary e-commerce platform.
19. Represented a Florida-based franchisor restaurant chain and its members in the multimillion-dollar sale of the ownership interests to a global franchising company.
20. Represented a dental practice group in the acquisition of assets of dental practices located within the State of Florida.
21. Represented a dental practice group in connection with the sale of certain assets located within the State of Florida.
22. Represented a dentist in connection with the sale of the dentist’s practice to a national dental practice group.
24. Represented a company in the negotiation of a Master License and Services Agreement in which the company licensed its intellectual property, including access to the online platform in which used smartphones are sold to third-party businesses for a worldwide distributor of mobile phones and other devices to customers throughout the world.
25. Represented several clients with the drafting, negotiating and closing of technology licensing agreements and software-as-a-service agreements including service-level agreements and statements of work.
26. Represented a Florida-based company in connection with the negotiation of various teaming and joint-venture agreements.
Presentations and Published Works:
- Co-author, Impact of COVID-19 on Force Majeure Clauses and Related Contract Defenses, June, 2020
- Business Law Presenter, “What clients should consider once their business is formed and what to do to maximize the sale or purchase of your business” May 20, 2020 Florida Lawyers Network (FLN), West Palm Beach Chapter
- Co-author, Florida Business and the Impact of the California Consumer Privacy Act, Daily Business Review, April 23, 2020
- Webinar Co-host, “Is your business eligible for a forgivable SBA loan in new Paycheck Protection Program?” April 7, 2020
- Panel Moderator, “The Art of Negotiation” April 4, 2020 South County Bar Association
- Ethics Presentation on Technology, January 16, 2019 Florida Lawyers Network (FLN), West Palm Beach Chapter
- Ethics Presentation, “Referral Fees and Designation of an Inventory Attorney” January 15, 2020 Florida Lawyers Network (FLN), West Palm Beach Chapter
- Panel Moderator, “Protecting Yourself and Your Clients: Commercial Property Leasing” September 17, 2019 South County Bar Association
- Co-author, Who Is Liable After a Hotel Data Breach: Owners or Operators? Hospitality Technology Magazine, February 10, 2017
- South Palm Beach County Bar Association Corporate and Securities Law Committee Spring 2016, Presenter, “Cybersecurity Attacks and Data Privacy Breaches: Are You Prepared?” May 18, 2016, subsequent article published in The Advocate, an online publication of the South Palm Beach County Bar Association, Fall 2016
- The Advocate, Author, “How to Understand Your Clients’ Financial Statements,” January 2016
- Interlaw 2014 Annual Global Meeting, Presenter, “Data Breach: Prevention & Management” Miami, September 12, 2014
- Presentation before the Human Resources Association of Broward County – “Ethical Dilemmas HR Professionals Face in Challenging Economic Times
- In-House Corporate Training Presentation on Non-Disclosure Agreements and Protection of Company Proprietary and Confidential Information (Trade Secrets, etc.)
- Co‑author, Q&A on “Selling Away,” NSCP Currents, A Publication of the National Society of Compliance Professionals (NSCP), January/February, 1996
- Co-author, Workshop Program Overview on How to Handle and Respond to Regulatory Examinations, 2001 NSCP Southern Regional Membership Meeting, April 30, 2001
- Co-author, Florida Securities Dealers Association, Inc., 2001, “What To Do When The Regulators Show Up at Your Door For An Examination?”
- Co-author, Understanding the Securities Laws, 2000, Practising Law Institute, “Scope of Securities Exchange Act of 1934”
Areas of Practice
- Florida, 2003
- Georgia, 1992
- Temple University, Beasley School of Law, J.D., 1992
- University of Florida, B.A., with high honors, 1989
- Member, The Florida Bar - Business Law, Labor and Employment Laws Sections
- Member, The State Bar of Georgia - Corporate Counsel, Intellectual Property and Technology Sections
- Member, Atlanta Bar Association - Corporate Counsel Section
- Member, American Bar Association - Business Law, Intellectual Property Sections - Cyberspace Law Committee, Online Data, Transactions and Security Committee
- Member, American Bar Association - Solo, Small Firm and General Practice Division
- Member, South Palm Beach County Bar Association - Corporate and Securities Law Committee, returning Co-Chair 2018-2019 , Solo/Small Law Firm Practitioners Committee, February 2017-Present
- Member, International Association of Privacy Professionals