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 of 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’s portfolio company Newman Associates, a supplier of pipe-support systems offering products, tools, and hardware for mechanical, electrical, plumbing and fire-protection contractors, in its sale to NEFCO, a construction supply company providing a broad range of products and services to a large variety of professional contractors. Terms of the transaction were not disclosed.
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Representation of Ring2Media, a leading direct response marketing agency specializing in Medicare enrollment, in its sale to Osceola Capital’s portfolio company Quote.com, which connects high-intent insurance shoppers to the world’s best and most trusted brands. Terms of the transaction were not disclosed.
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Representation of Acute Behavioral Health, Inc. in its acquisition of Hallmark Youthcare, the largest short-term residential treatment program in the commonwealth of Virginia. The acquired assets consist of 82 inpatient psychiatric residential treatment facility beds for young people with behavioral and mental health needs. Petra Capital, Harbert Credit Solutions, Elm Creek Partners and Granite Growth Health Partners invested in Acute Behavioral Health to finance the acquisition.
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Representation of Physicians Immediate Care, a Midwest leader in urgent care and occupational health services, in its sale to WellNow Urgent Care, an urgent care provider nationwide. Terms of the transaction were not disclosed.
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Representation of Tivity Health Inc. (Nasdaq: TVTY), a leading provider of healthy life-changing solutions, in its sale to Stone Point Capital, an investment firm based in Greenwich, Connecticut, with over $40 billion of assets under management. Tivity Health stockholders received $32.50 in cash per share, representing a total transaction value of $2.0 billion. Tivity Health’s common stock ceased trading and will no longer be listed on Nasdaq.
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Representation of The Peach Truck, a direct-to-consumer seller of peaches in the world, in its sale to International Farming, a privately owned institutional investment manager at the center of the world’s food ecosystem. Terms of the transaction were not disclosed.
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Representation of CyberGuard Compliance, LLC, a compliance and regulatory services company, in their sale to CyberGuard Management, Inc, an affiliate of Atlantic Street Capital Management, LLC. CyberGuard Management, Inc. acquired all of the equity of CyberGuard Holdings, Inc. and Elite Consulting Solutions LLC from the owners of CyberGuard Compliance, LLP. Terms of the transaction were not disclosed.
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Representation of Northlane Capital Partners, a middle market private equity firm, in its acquisition of SAI MedPartners, a leading consultancy providing strategic insights and analytics to the pharmaceutical, biotechnology, and medical device industries. Terms of the transaction were not disclosed.
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Representation of AA Medical, which provides offerings for the new and resale medical device equipment markets, in its sale to Shore Capital Partners LLC, a Chicago-based private equity firm, that is focused on microcap investments within healthcare and other industries. Terms of the transaction were not disclosed.
Publications
Past Events
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Copyright Law (2016-2023)
Best Lawyers® — Nashville Copyright Law “Lawyer of the Year” (2023)
Mid-South Super Lawyers “Rising Star” (2014-2018)