Denis Rice is a founding director of the firm and practices in a broad range of legal areas. In 2009, he received the Lifetime Achievement Award from the State Bar of California Business Law Section, an award given annually to an attorney who, over an extended period, has made significant contributions to the Section or to business law generally in California. Mr. Rice's experience includes corporate and securities matters, Internet and e-commerce law, including startups, venture capital, corporate finance and intellectual property issues, financial institutions, complex litigation, dispute resolution, nanotechnology and international transactions. He has handled United States investments in India, China, Mexico and Europe. He handled the first public offering of a motion picture on the Internet in 2003. Mr. Rice has litigated complex cases (including class actions) in state and federal courts involving securities fraud, fiduciary duties, corporate governance, proxy contests, antitrust, trademarks and trade secrets. He has served as special counsel to corporate boards and federal agencies on governance, conflict and securities issues.

Representative clients have included Chase H&Q, General Motors Corp, H&Q Asia Pacific Ltd., Wells Fargo Bank, e-Companies Venture Group, S.F. Sentry Financial Group, Bank of Guam, Gensler, Sharp Electronics Corporation, Saint Francis Foundation, TriWorks Corp. and Granite Ventures LLC.

Mr. Rice serves as a Panel Arbitrator and as mediator for both the American Arbitration Association and the World Intellectual Property Organization, and as mediator for the San Francisco Bar Association.

Mr. Rice has lectured on outsourcing, securities, intellectual property, cyberspace law, electronic commerce and litigation in Beijing, Amsterdam, Seoul, Berlin, Vancouver, Madrid, London, Paris, Milan, Munich, Montreal, Tokyo, Mexico City, Santo Domingo, Buenos Aires, Bangalore, Hyderabad, New Delhi, Durban (South Africa), Warsaw, Shanghai (by videoconference), Manila, Prague, Lisbon, as well as throughout the United States. He led a six-day training session in cyberlaw for the Supreme Court of Nepal in Kathmandu in October 2003.

His published cases include: Executive Risk Indemnity, Inc. v. Jones, 171 Cal. App. 4th 319 (2009); Imagistics International, Inc. v. Department of General Services (Sharp Electronics Corp.), 150 Cal. App. 4th 581 (2007);Terry v. Conlan, 331 Cal. App. 4th 1445 (2005); Stephenson v. Drever, 16 Cal. 4th 1167 (1997); Gottlieb v. Wiles, 150 F.R.D. 174 (D.Colo., 1993); Bank of the West v. Superior Court, 2. Cal. 4th 1254 (1992); Mullaly v. Wiles, 1991 WL 504866 (D.Colo., 1991); In re Pizza Time Theatre Securities Litigation, 113 F.R.D. 94 (N.D.Cal., 1986); Rothfarb v. Hambrecht, 641 F.Supp. 71 (N.D.Cal., 1986); Fidelity Financial Corp. v. Federal Home Loan Bank of San Francisco, 589 F.Supp. 885 (N.D.Cal., 1983); In re Boise Cascade Sec. Litigation, 420 F.Supp. 99, 24 Fed.R.Serv.2d 705, Fed. Sec. L. Rep. P 95, 708 (W.D. Wash., 1976); M. Arthur Gensler, Jr., & Associates, Inc. v. Larry Barrett, Inc., 7 Cal.3d 695 (1972); Julen v. Larson, 25 Cal.App. 3d 325, 101 Cal.Rptr. 796 (1972); U.S. v. Owens-Corning Fiberglas Corp., 271 F.Supp. 561 (N.D.Cal., 1967); Mach-Tronics, Inc. v. Zirpoli, 316 F.2d 820 (9th Cir., 1963).

Representative Matters

• Successfully litigated multi-million dollar claim under professional liability policy issued to investment advisor.
• Established new rights of selling shareholders in California Supreme Court case.
• Handled merger of unique online retail and service provider into media company in triangular reorganization.
• Successfully prosecuted appeal in multi-million dollar complex probate litigation and secured favorable settlement.
• Obtained judgment and won appeal for international client establishing successful $37 million bid in contract with State of California.
• Counseled major foreign real estate management and development company on marketing in the United States.
• Successfully defended complex securities class actions and corporate derivative actions.

Education

• J.D., University of Michigan Law School (Order of the Coif; Associate Editor, Michigan Law Review)
• A.B., Princeton University, Woodrow Wilson School of Public and International Affairs (Phi Beta Kappa)

Admitted

• California State Bar
• U.S. Supreme Court
• U.S. District Court, Northern and Central Districts of California
• U.S. Court of Appeals, Fifth Circuit
• U.S. Court of Appeals, Ninth Circuit
• U.S. Court of Appeals, Eleventh Circuit
• U.S. Court of Appeals, District of Columbia Circuit

Memberships

• American Bar Association Committee on Business Financing
• State Bar of California, Business Law Section Executive Committee (1978-81) and the Financial Institutions Committee, Vice-Chair
• American Bar Association Chair, Committee on Business Financing’s Section on International Law, Committee on International Securities Transactions; Chair, Subcommittee on International Venture Capital (1998-2001); Chair,  Subcommittee on Asia-Pacific Law; International Technology Law Association, Board of Directors (2002-2008)
• Computer Law Association, Board of Directors
• Inter-Pacific Bar Association
• International Bar Association
• Digital Village Foundation, former president
• American Intellectual Property Law Association
• State Bar Business Law News, former editor
• State Bar Committee on Administration of Justice, former Chair 1997-98
• American Bar Association Committee on Law in Cyberspace, Securities Group in the Jurisdiction Project, former Chair
• State Bar of California, Committee on Cyberspace Law, founding Chair (1996-2001)
• National Center on Financial Services, University of California, Berkeley, former director 1985-1991
• Marin Board of Supervisors, former president
• Marin Transit Authority, former president
• City of Tiburon, former Mayor
• Metropolitan Transportation Commission, former member
• San Francisco Bay Conservation and Development Commission, former member

Selected Publications

• “Developments in Licensing of Intellectual Property in the United States,” Fifteenth Annual Institute on Intellectual Property Law 605 (PLI 2009)
• “What California Attorneys Should Know About Jurisdiction Over Foreign-Based Trademark and Copyright Disputes on the Internet,” 17 Cal. Int. B.J. 27 (2009)
• “New and Gnarly Problems in Cyberspace: Litigating Theories Involving Privacy, Security and Identity Theft,” American Bar Association (2009)
• “A Hypothetical Initial Public Offering and a Hypothetical Reverse Merger into a Public Shell,” 46 Inter-Pacific Bar Association Journal 9 (2007)
• "Electronic Media in the Initial Public Offering Process," Venture Capital & Public Offering Negotiation (3rd Edition) (2002 and 2005 supp.)
• "The Nanotech IPO," Nanotechnology Law & Business Vol. 1.3 (2004)
• "Sarbanes-Oxley and New SEC Rules," California Bar Journal (May 2004)
• "Current Issues in Online Copyright Liability," 2 Ninth Annual Institute For Intellectual Property Law 335 (PLI 2003)
• "Jurisdiction Over Privacy Issues on the Internet," 29 Inter-Pacific Bar Assn. J. 27 (Mar. 2003)
• "An Assessment of the Effects Test in Determining Personal Jurisdiction in Cyberspace," 58 Business Lawyer 601 (Feb. 2003) (with J. Gladstone) , reprinted at 4 Internet Law & Business (June 2003) 649
• "The Nanotechnology Startup: From Formation to Funding to Electronic Public Offering," (2d. Ed. 2003) (with Neil A. Smith), 2003 Foresight Institute (Palo Alto)
• "Addressing Disputes in Electronic Commerce: Final Recommendations and Report," (as member of the American Bar Association’s 11 person Task Force on Electronic Commerce and Alternative Dispute Resolution) 58 Business Lawyer 415 (2002)
• "Jurisdiction Over E-Commerce Disputes: Enforceability or Click-Wrap Choice of Law and Forum," 22 Cal. State Bar Bus L. News, No. 1 (2002) 4
• "Privacy in Cyberspace: A Primer," 22 Cal. State Bar Bus. L. News, No. 1 (2002), 11
• "Jurisdiction in Cyberspace 2001: Trying to Pour New Wine Into Old Flasks," (Parts 1 and 2), 23 E-Commerce L. Rep (April and May 2001), 14 and 12
• "Offering Securities on the Internet-2001," (Parts 1 and II), 18 Comp. & Internet Lawyer (April and May 2001), 1 and 19
• "What Law Controls Issue and Trading of Securities in Cyberspace?" J. Of Taxation Of Fin. Inst. (Mar.-Apr. 2001) 38
• "Internet Start-Ups and the Use of Stock Options," J. of Taxation of Fin. Inst. (Winter 2001) 141
• "Jurisdiction in Cyberspace: Which Law and Forum Apply to Securities Transactions on the Internet," 21 U. Penn. J. Of Intl. Econ. L. 585 (2000)
• "The Distressed E-Commerce Company," 3 Internet Law & Business 1008 (2002)
• "International Securities Transactions," 35 International Lawyer 555 (2001)
• "Securities Regulation Forms," vols. 6-6D, Westgroup Securities Law Series (1989-2001)
• "Internet Start-Ups and the Use of Stock Options," 5 Cyberspace Lawyer No. 6, 20 (Sept. 2000)
• "Achieving Legal and Business Order in Cyberspace: A Report on Global Jurisdiction Issues Created by the Internet," (co-author), 55 Bus. Lawyer 1801 (Aug. 2000)
• "Business Transactions and Disputes-International Securities," 34 Internat'l Lawyer 599 (2000)
• "E-Commerce: Who Has Jurisdiction?" Cal. State Bar Bus. L. Sect. (June 2000)
• "Writing About the Net: Tough to Keep Current," Business Law Today (Jan.-Feb. 2000)
• "Free Stock on the Internet Is Not a Menace," Insights, Vol. 13, No. 9 (October, 1999)
• "Impacts of the Internet on Securities Markets in the United States and the World," 2 Journal Of World Intellectual Property 727 (1999)
• "The Regulatory Response to the New World of Cybersecurities," 51 Admin. L. Rev. 902 (1999)
• "Free Stock on the Internet: What's the Problem?", 4 Cyberspace Lawyer No. 4, 10 (July-August, 1999)
• "A Practitioner's View of the Private Securities Litigation Reform Act of 1995," 31 University Of San Francisco L. Rev. 283 (1997)
• "Recommendations by a Broker-Dealer: The Requirement for a Reasonable Basis," 25 Mercer Law Review 537 (1974)
• "The Expanding Requirement for Registration as a Broker-Dealer" 50 Notre Dame Law Review 201 (1974)
• "Restricted Stock" as Executive Incentives: Interplay Between IRC § 83 and SEC Rule 144," 28 Business Law. 127 (1972)
• "Potential Effects of Pending Securities and Exchange Commission Rules on Private Financing and Business Acquisitions," 23 Stanford L. Rev. 287 (1971)
• "The Effects of Registration Requirements on the Disposition of Pledged Securities," 21 Stanford L. Rev. 363 (1969)
• "The Effects of Registration Requirements Under the Federal Securities Act of 1933 on Loans Collateralized by Pledged Securities," 86 Banking L. J. 794 (1969)

Selected Presentations

• "Directors and Officers of U.S. Multinationals: Minimizing Risk in an Era of Enhanced Responsibility," American Bar Association Annual Meeting (2010)
• "Security Breaches: Notification Challenges and Liability Risks," Practicing Law Institute (2010)
• "Social Networks and Blogging – Implications for the Workplace," ITechLaw 4th Asian Conference, Mumbai, India (2008)
• “Employee Blogs: The Latest from the USA,” ITechLaw 2007 European Conference, London (2007)
• "Global Capital Markets: Breaking Down Barriers," American Bar Association Annual Meeting, San Francisco (2007)
• "And You Thought the Field Was Already Too Crowded: The Foreign Sourcing of Legal Services," International Technology Law Association, Chicago (2007)
• "The Risks of Non-Compliance: Current Trends in Privacy and Security Law Enforcement and Civil Litigation," Eighth Annual Institute on Privacy and Security Law, San Francisco (June 2007)
• "And You Thought the Field was Already Too Crowded: The Foreign Sourcing of Legal Services," ITechLaw Annual Meeting & World Conference, Chicago (April 2007)
• "Unintended Consequences - The Effect of Sarbanes Oxley on Global Capital Markets," ABA Section of Law Spring Meeting, Washington D.C. (March 2007)
• "Legal Outsourcing: A Panel Discussion," ITechLaw India’s Third International Asian Conference, Bangalore, India (February 2007)
• "International Private Law and Disputes Arising from Internet Activity," International Federation of Computer Law Associations, Amsterdam (June 2006)
• "Overview of Internet Security," ITechLaw 2006 World Computer & Internet Law Congress, San Francisco (May 2006)
• "The Impact of UNCITRAL Model Laws on Latin American and North American E-Commerce," Computer Law Association, Mexico City (2005)
• "International Considerations for All Businesses Arising from the Global Nature of the Internet," Law Seminars International Program: Recent Developments in Internet Selling and Advertising, San Francisco (2005 and 2006)
• "Jurisdiction Over Software-Based Disputes," Law Seminars International Program on Software Litigation, Atlanta (2005)
• "Practical and Legal Considerations and Best Practices in Outsourcing," PLI Program on Intellectual Property Best Practices: Strategies for In-House Counsel, San Francisco (2005)
• "Jurisdiction Over Privacy on the Internet," State Bar of California Annual Meeting (2005)
• "Towards an Ideal Global Data Protection Law," Computer Law Association First Asian Conference, Bangalore (2005)
• "Jurisdiction Over Privacy Issues on the Internet," State Bar of California, Cyberspace Law Committee of the Business Law Section and the International Law Section, November (2004)
• "Problems in Running a Global Business: Complying with Laws of Other Countries," PLI 8th Annual Internet Law Institute (2004)
• "Initial Public Offerings on the Internet in the United States," Inter-Pacific Bar Association (2004)
• "Recent and Pending Federal Regulation and Legislation Affecting E-Marketing: SPAM, Privacy and Copyright Protection," The Power of E-Marketing Conference, San Francisco (2004)
• "Recent and Pending United States Law Affecting Internet Law and E-Commerce," Computer Law Association, Santo Domingo (February 2004)
• "Recent Trends in Determining Jurisdiction in Cyberspace," Computer Law Association Program: I.T. Meets Telecom, Munich (December 2003)
• "The Monetization of Digital Content," ABA Annual Meeting Program: Can Technology And Business Models Substitute For Copyright Law On The Internet? (August 2003)
• "Jurisdiction Over E-Commerce Disputes 2003," California State Bar Business Law Section, Berkeley (January 2003)
• "Jurisdiction Over E-Commerce Disputes 2002," 2nd Annual Comprehensive Conference On Information Technology Litigation, Law Seminars Internation (December 2002)
• "Digital Rights Management for Internet Content," Computer Law Association, Paris (2002)
• "Dot Com Bombs and Insolvency Strategies in 2002," Stanford Law School Center For E-Commerce (2002)
• "Taking the Nanotechnology Startup From Formation to Electronic Public Offering," 10th Annual Conference of Molecular Technology (2002)
• "Copyright Disputes Involving Online Activities," Eighth Annual Institute For Intellectual Property Law, Practising Law Institute (2002)
• "Jurisdiction Over E-Commerce Disputes: Different Perspectives Under American and European Law in 2002," International Federation Of Computer Law Associations, Berlin (2002)
• "Legal Issues Surrounding the Troubled Internet Company," The I.T. Business In The Americas, Buenos Aires, (2001)
• "Consumer Protection in E-Commerce," Global Legal Issues In E-Commerce, Lisbon (2001)
• "2001: A Cyberspace Odyssey Through U.S. and E.U. Internet Jurisdiction Over E-Commerce," Fifth Annual Internet Law Institute, Practising Law Institute (2001)
• "E-Commerce and Internet Law 2001: Selected Legal Issues," Indiasoft, New Delhi (2001)
• "Financing the E-Commerce Start-Up From Inception Through the Early Venture Capital Round and Offering Securities on the Internet 2001," California Continuing Education of the Bar (2001)
• "How the Communications Decency Act Protects Interactive Service Providers on the Internet," (2000)
• "An Overview of Forms of Entity Used for a China Venture," (with J. Z. L. Huang), ABA National Institute on Joint Ventures for the Old and New Economies (2000)
• "Issuing Securities by Use of the Internet," California Continuing Education Of The Bar (January 2000)
• "Is It Too Late to Tackle Year 2000 Problems?," Ecommerce: Strategies For Success In The Digital Economy, Practising Law Institute (1999)
• "Laws and Procedures Applicable to Protection of and Restrictions on Intellectual Property in the People's Republic of China," Intellectual Property Disputes In Asia: Do's And Don'ts, American Bar Association (1999)

Awards & Honors

For more than 20 years, Mr. Rice has been listed in The Best Lawyers in America, which currently lists him in the fields of Banking Law, Commercial Litigation, Corporate Law, Information Technology Law and Securities Law. He was recognized by The Best of The U.S. for both corporate work and commercial litigation. He was named a Northern California Super Lawyer from 2004 through 2009 and a Top 100 Super Lawyer in 2004. He has been listed in Who's Who in America since 1978 and Who's Who in the World since 1986. Mr. Rice is an AV-rated attorney, a peer-awarded honor given by Martindale-Hubbell.