Shelley R. Thomas
Clients rely on Shelley Thomas for the development, commercialization, transfer and protection of intellectual property assets. Shelley advises clients on intellectual property and technology issues related to mergers and acquisitions; license agreements; software-as-a-service; ASP and cloud hosting contracts; supply; distribution and reseller agreements and online and offline marketing and content syndication. She represents private and public companies in a variety of industries including healthcare, automotive, media, lifestyle, financial services, retail, consumer products and e-commerce.
Shelley’s practice involves:
- Health Information Technology (HIT) Contracts – Relying on her significant experience in HIT and the healthcare industry, Shelley negotiates a variety of technology contracts for providers as well as HIT vendors and routinely counsels clients on issues related to management of data, and the associated privacy, security, liability, and contractual concerns of HIT contracts. Recently, she has led several major health systems and academic institutions through the licensing and implementation of interoperable HIT and electronic health records (EHR) systems.
- Mergers & Acquisitions – Shelley performs technology and intellectual property due diligence in mergers and acquisitions and evaluates intellectual property in support of intellectual capital management. In the last two years, she has advised clients in more than 100 transactions, including Luminex Corporation’s (Nasdaq: LMNX) acquisition of Gentura DX, Inc., which won the M&A Advisor’s “M&A Deal of the Year” award.
- Privacy & Data Security – Shelley advises clients on data privacy and security efforts, including the development information technology policies, trade secret policies, breach preparation and cybersecurity risk management and compliance with U.S. and international data privacy laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), CAN-SPAM Act, GLBA, COPPA, and PCI-DSS.
- Technology Agreements – Shelley drafts and negotiates vendor and client-side agreements and contracts including licensing, hosting, distribution, reseller and outsourcing agreements for clients in a variety of industries. She also structures, drafts and negotiates agreements to effect volumes of technology transfers, strategic alliances, collaborations and joint ventures.
- Media & Content Syndication – Shelley counsels clients in myriad industries on online and offline marketing initiatives including social media, advertising claims and other aspects of brand promotion. She also represents clients in content syndication deals with global brands like Hulu, Roku, Amazon, MSN and Yahoo!
Featured Experience
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Represented one of the largest publicly traded hospital companies in the United States in negotiation and implementation of a new Electronic Health Record (EHR) system that, at the time, was one of the largest EHR implementations in the United States.
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Represent an NYSE-listed lifestyle media company in high profile online content syndication deals and technology transactions
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We represented Tivity Health, Inc. (NASDAQ: TVTY), a fitness and social engagement solutions provider, in the divestiture of its nutrition business, Nutrisystem® and South Beach Diet®, to Kainos Capital, a leading food and consumer-focused private equity firm, for $575 million in cash.
Memberships
American Health Law Association (AHLA) — Health Information and Technology Practice Group, Vice Chair (2018-2020)
Healthcare Information and Management Systems Society — Tennessee Chapter, Board of Directors
Representative Experience
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Represented one of the largest publicly traded hospital companies in the United States in negotiation and implementation of a new Electronic Health Record (EHR) system that, at the time, was one of the largest EHR implementations in the United States.
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Represent an NYSE-listed lifestyle media company in high profile online content syndication deals and technology transactions
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We represented Tivity Health, Inc. (NASDAQ: TVTY), a fitness and social engagement solutions provider, in the divestiture of its nutrition business, Nutrisystem® and South Beach Diet®, to Kainos Capital, a leading food and consumer-focused private equity firm, for $575 million in cash.
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Representation of Gen Cap America, Inc., a private equity firm focused on lower middle market buyouts, on its acquisition of Lab Products, LLC and Hartford Systems, LLC (together, “Lab Products”) from Avidity Science, LLC. Lab Products is a leading manufacturer providing an extensive line of laboratory research animal housing and care equipment. This transaction marks Gen Cap America’s fourteenth acquisition from its seventh fund.
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Representation of a founder owned WorkCompEDI and its affiliates, a leading EDI clearinghouse for the Property & Casualty market, in its sale to Data Dimensions, LLC, the leading provider of outsourced document handling and workflow solutions and portfolio company of Thompson Street Capital Partners. The merged companies will operate under the Data Dimensions brand and will leverage their respective strengths to become the premier technology services organization in the P&C industry.
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Representation of Addus HomeCare Corporation (NASDAQ: ADUS) in its $29.1 million acquisition of three affiliated entities: Armada Skilled Home Care of New Mexico, LLC, Armada Hospice of New Mexico, LLC and Armada Hospice of Santa Fe, LLC. This acquisition expands Addus HomeCare’s home health and hospice services in the state of New Mexico.
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Representation of Health Enterprise Partners (HEP) – a healthcare and technology focused middle milled-market private equity firm – and Providence Ventures – the Venture capital arm of Providence St. Joseph Health (PSJH) and nation’s third largest health system – in its $15 million Series A funding round of Kno2, a healthcare interoperability technology platform.
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Representation of Mainsail Partners, a San Francisco-based growth equity firm focused on software companies, in its recapitalization of Centerbase, a legal billing and practice management software company.
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Representation of LFM Capital’s portfolio company, J&E Precision Tool, in its acquisition of Beranek, LLC, a precision manufacturer of technical components for the aerospace & defense, and space exploration markets
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Lead Counsel to POINT Biopharma Inc. in connection with its proposed SPAC business combination with Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (Nasdaq: RACA), a special purpose acquisition company, sponsored by RA Capital Management. Upon closing, the combined company will be named POINT Biopharma Global Inc. and is expected to be listed on Nasdaq under the ticker symbol “PNT”.
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Representation of Premise Health, the largest direct health care provider in the country and OMERS portfolio company, in its acquisition of Sonic Boom Wellness, a provider of corporate wellness technology
Publications
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Copyright Law (2016-2022)
Mid-South Super Lawyers “Rising Star” (2014-2018)