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 Prodigo Solutions, Inc., a supply chain and data enablement technology company, in its sale to Global Healthcare Exchange, a healthcare business and data automation company. Terms of the transaction were not disclosed.
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Representation of JobNimbus LLC, a portfolio company of Mainsail Partners and leading provider of project management software for roofers, in its acquisition of Roofer Marketers, Inc., a digital marketing agency specializing in the roofing industry. Terms of the transaction were not disclosed.
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Representation of Health Insight Capital, a subsidiary of Hospital Corporation of America (HCA), in its investment in Experity, inc., a software and services company for on-demand healthcare. Terms of the transaction were not disclosed.
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Representation of Complete Health Partners, a Pharos Capital portfolio company and a physician-driven, technology-enabled primary care practice, in its acquisition of substantially all of the assets of Norwood Clinic, a multispecialty medical group practice. Terms of the transaction were not disclosed.
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Representation of ShopSabre Holding Company, a LFM Capital portfolio company, in its acquisition of Langmuir Systems, a manufacturer of computer numerical controlled cutting machines and accessories. Terms of the transaction were not disclosed.
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Representation of SAI-Med Partners, LLC, an affiliate of Northlane Capital Partners, LLC, in its acquisition of Fulcrum Research Group, LLC, a primary market research company focused exclusively on healthcare. Terms of the transaction were not disclosed.
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Representation of OMNIA Partners, a purchasing organization for public and private sector procurement, in its acquisition of NCPA, a group purchasing organization in the governmental procurement space. Terms of the transaction were not disclosed.
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Representation of SRM Concrete, the largest privately-owned ready-mix concrete manufacturer in the country, in its acquisition of USC-Atlantic, LLC, a subsidiary of U.S. Concrete, Inc., which is wholly owned by Vulcan Materials Company. Included in this acquisition are 28 ready-mix locations in New York, New Jersey, and Pennsylvania. Terms of this transaction were not disclosed.
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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.
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)