Financial Technology “FinTech”

Offering comprehensive counsel from acquisition to sale, Kirkland has advised clients in more than 200+ FinTech deals covering major sub-sectors in recent years.

Representative Matters

• Francisco Partners, along with British Columbia Investment, in the $3.4 billion acquisition of Verifone Systems (NYSE:PAY)
• KKR, as majority shareholder, in the $22 billion merger of First Data and Fiserv
• Varde Partners in its $1.4 billion acquisition of a significant interest in OneMain Holdings (NYSE:OMF), a consumer finance company that offers personal loan products and financial advisory services
• Vista Equity Partners in its $1.9 billion take private acquisition of MINDBODY (NASDAQ:MB), a cloud-based business management software and payments platform for the wellness industry
• Bain Capital and Vista Equity Partners in their $2.7 billion acquisition of Vertafore, a provider of software to property and casualty insurance carriers that helps process claims
• Parthenon Capital in its $1 billion sale of Cayan, a payment technology and merchant services firm, to Total System Services (TSYS)
• Exela Technologies, formerly known as Quinpario Acquisition Corp. 2, in its $2.8 billion combination with SourceHOV and Novitex
• Advent International, ATP and Bain Capital, as part of a consortium, in the $3.1 billion acquisition of Nets A/S, a Denmark-based provider of digital payments solutions
• Vista Equity Partners in the C$4.8 billion acquisition of DH Corp., a leading provider of technology solutions to financial institutions globally
• FTV Capital in its acquisition of CardConnect, a payment technology solutions provider, and subsequent “take-public” sale of CardConnect to FinTech Acquisition Corp., a SPAC
• Lovell Minnick Partners in its $100 million investment in LSQ Funding Group, a technology-enabled provider of working capital solutions to small and medium sized companies
• Silver Lake Sumeru in the $220 million acquisition of Blackline Systems, developer of cloud-based finance and accounting software
• Accel in its $70 million growth equity investment in The OzForex Group, an Australian online foreign exchange and payments company, and OzForex (ASX:OFX) in its subsequent $480 million IPO
• Francisco Partners in its acquisition and sale of Paymetric, developer of SaaS for managing, protecting and integrating payment transactions in enterprise applications
• Summit Partners in its acquisition of Ogone, an online payment processing and risk management service provider, and subsequent $484 million sale of Ogone to Ingenico
• Luminate Capital Partners in its investment in Financial-Information-Technologies, a provider of data, payment and software solutions to the beverage alcohol industry
• Welsh, Carson, Anderson & Stowe in its $100 million growth equity investment in Revel Systems, a point-of-sale payments company
• Apax Partners in its $571 million acquisition of Bankrate (NASDAQ:RATE), an online publisher, aggregator and distributor of personal finance content

Kirkland’s FinTech Team has grown in step with the development of blockchain and digital assets. In fact, our multidisciplinary experience has enabled the deployment of this technology across multiple vertical markets.

Whether putting in place the relevant commercial and technology agreements, protecting intellectual property, resolving disputes, implementing inorganic growth strategies or overcoming regulatory challenges, Kirkland attorneys have cleared the path for the blockchain industrial revolution.

Representative Matters

Kik Interactive, Inc.
Kirkland, along with another law firm, represented Kik Interactive, Inc. in a lengthy investigation conducted by the Securities and Exchange Commission (SEC) concerning Kik’s 2017 offering of its digital cryptocurrency, Kin. Following that investigation, Kirkland continues to represent Kik Interactive in civil litigation filed by the SEC.

As part of this and other representations in this space, Kirkland attorneys are helping to shape the regulatory environment of the crypto asset market in the US. In particular, the Kik matter and subsequent ruling could be groundbreaking for crypto law and have far-reaching implications throughout the industry.

Confidential License Agreement
Represented Fortune 50 consumer products company in connection with its entry into a license agreement with multiple financial technology companies using blockchain technology for cross-border payments.

Confidential Cryptofund Matters
Advising digital asset clients on the formation and operation of hedge funds, venture capital funds, and private equity funds seeking to invest primarily in the digital assets market.

Blockchain Tech Acquisition
Represented a financial technology company in connection with its acquisition of blockchain-based proxy voting technology.

Blockchain Litigation
Represented technology companies in a trade secret and copyright dispute against former executives involving the misappropriation of digital wallet and bitcoin processing technology.

Confidential SEC Investigation
Advising a financial services company in connection with an SEC investigation into the practice of facilitating loans backed by different types of blockchain assets.

Confidential Regulatory Analyses
Kirkland has assisted with the regulatory analysis of certain digital asset investments:

• Advised investment firm of a U.S.-based digital asset exchange on the regulatory and compliance risks associated with a Series E financing round.
• Advised a venture capital adviser on whether a SAFT is an “equity security” and could thus be treated as a “qualifying investment” for purposes of the venture capital exemption from registration as an investment adviser
• Advised digital asset exchange on regulatory and compliance considerations under the U.S. federal securities laws
• Advised investment adviser clients on how to capture investments by employees in cryptocurrencies for purposes of monitoring personal securities transactions in compliance with SEC requirements

Confidential Digital Asset Investment
Kirkland has helped to guide investments in digital assets by advising private fund advisers on:

• the scope of the governing documents investment authority to invest in digital assets
• engaging in digital asset transactions
• custody considerations
• anti-money laundering and know-your-customer obligations
• broker-dealer registrations and exemptions

Confidential SAFT Advice
Advising an emerging company – which builds and operates a network of Bitcoin ATMs in the United States – with drafting a SAFT (a/k/a simple agreement for future tokens) – an investment contract offered by cryptocurrency developers to accredited investors.

Blockchain VC Financing
Represented blockchain company developing identity authentication technology in connection with its early stage venture capital financings.

Intellectual Property
Kirkland represented technology companies, in a trade secret and copyright dispute against former executives involving the misappropriation of digital wallet and bitcoin processing technology.

Antitrust
Kirkland represented a payments solutions company and certain of its affiliates in a multidistrict antitrust class action alleging that the defendants charged merchants excessive payment processing fees.

False Advertising
Kirkland represented an e-commerce payment processor in a class action lawsuit alleging false advertising and related violations of California unfair competition laws. Successfully opposed two motions for class certification in 2013 and 2014. Faced with a Rule 11 letter seeking sanctions, the Plaintiff voluntarily dismissed the case, reinforcing that e-commerce payment processors are not liable for misleading statements made by the companies for which they provide services.

Data Breach
Kirkland represented a data security and payment card compliance management company, in a breach of contract/warranty and negligence action arising from Euronet Worldwide’s 2011 data security breach. The plaintiff alleged defendant failed to perform proper testing of Euronet's network security systems. In 2016, Kirkland won dismissal of more than half of the plaintiff's claims. In 2018, the parties reached a confidential settlement.

Contract Disputes
Kirkland represented a payment processing services provider, in a contract dispute with its largest client LuLaRoe (LLR), a direct-selling clothing company, arising from LLR's attempt to transition its credit and debit card processing to a payment processing competitor, in violation of contractual provisions. After the Court adopted all of Kirkland’s arguments, including whether LLR breached its contracts, the parties entered a confidential settlement that resolved all of the outstanding actions.

Class Action
Kirkland represented a payments technology provider in a putative class action lawsuit alleging violations of the Telephone Consumer Protection Act of 1991 (TCPA). Kirkland won summary judgment by arguing that the tech provider could not be held vicariously liable for the actions of merchants who used its payment processing services. The court's ruling established new law limiting secondary TCPA liability.

Arbitration
Kirkland defended a private equity firm in an arbitration arising from its investment in a global money remittance corporation and in its Brazilian subsidiaries.

Consumer Privacy
Kirkland defended a credit card company and an investment bank in a nationwide consumer privacy class action alleging unjust enrichment, unfair competition, intrusion, public disclosure of private facts, misappropriation of likeness and identity and violations of the California Constitutional Right to Privacy by disclosing to third-party marketers personal and biographical information collected by the defendants as part of process of issuing credit cards to plaintiffs.