Jonathan David Herpy, Sr. has been consistently named one of the top private equity, corporate, and capital markets attorneys in the nation under the age of 40 by SuperLawyers, Chicago Magazine, and LeadingLawyers each year over the past decade. Jonathan has also been featured in Forbes, Entrepreneur Magazine, Inc. Magazine, along with a multitude of other publications for his innovative and strategic counsel in the areas of corporate governance, multinational and high-growth corporate structuring, and strategic capital raising initiatives.
Jonathan has represented investors, sponsors, and managers of public and private pension plans, broker-dealers, investment advisers, custodians, and other financial industry service providers throughout the entire range of the investment spectrum and routinely provides market-leading advice on public/private offerings of equity and debt. He has been instrumental in guiding clients through the intricacies of mergers and acquisitions, leveraged buyouts, and corporate restructurings both on a domestic and international scale, earning him a reputation as a trusted advisor in the field.
Of particular note, the private equity and capital markets team at Hart David Carson - led by Jonathan - has developed an industry-leading approach to advising private equity and hedge fund principals with respect to establishing family offices and preserving and deploying capital, and has represented many of the investment management industry's most prominent individuals and families.
In addition to the above, Jonathan has been touted as an industry leader for his sophisticated and bespoke approach to structuring offshore corporate entities, optimizing tax positions, fortifying assets, and facilitating international transactions through the firms extensive international banking relationships and strategic facilitation network. He represents domestic and foreign clients with worldwide assets in succession, estate, trust, banking, and navigates the complexities of foreign jurisdictions to craft concierge level solutions for individuals and corporations alike.
Finally, Jonathan represents athletes and coaches in the NFL, NBA, and MLB concerning issues involving contract disputes, public relations, private equity/family office structuring, and wealth preservation.
Jonathan’s notable practice areas & transactions:
Startup & Middle-Market/Pre-IPO Representation:
Jonathan's practice entails the representation of private and publicly held emerging growth, high-technology and life sciences companies, and venture capital funds, with a particular focus on pre-seed, seed, and venture financings. Jonathan is widely regarded as a leading participant in the Chicago emerging growth markets and regularly represents a broad range of startups and venture/PE-backed companies.
- Advised a health-tech startup on its Series B funding round, navigating complex equity financing agreements and ensuring compliance with SEC regulations. His strategic counsel was pivotal in structuring the deal to attract top-tier venture capital investors while preserving founder equity and control.
- Acted as the chief legal advisor for a SaaS company in its transition from early-stage to growth-stage, focusing on corporate governance, intellectual property protection, and preparing for Series C fundraising. This involved meticulous planning and execution of legal strategies to meet rigorous investor due diligence standards and align the company's structure with market expectations for a high-value IPO.
- Guided a fintech startup through a crucial pre-IPO phase, including the implementation of corporate restructuring to meet public market standards, advising on compliance with the JOBS Act for emerging growth companies, and preparing the company for rigorous financial and legal scrutiny in the IPO process.
- Provided comprehensive legal services to an e-commerce startup poised for rapid expansion, focusing on capital raising strategies, including convertible debt instruments and equity financing. His efforts enabled the client to secure significant funding while strategically positioning the company for a future IPO.
- Collaborated with a clean energy company in the pre-IPO stage, advising on strategic partnerships, patent portfolio development, and regulatory compliance, particularly in the context of environmental, social, and governance (ESG) criteria increasingly valued by investors and the public markets.
E-Commerce
In his practice, Jonathan demonstrates an exceptional understanding of the legal challenges and opportunities presented by digital commerce platforms such as Amazon, Shopify WooCommerce, eBay, and TikTok. His ability to deliver tailored solutions that align with the Federal Trade Commission's regulatory framework exemplifies his role as a pivotal legal architect in the e-commerce landscape.
- Advising a startup specializing in e-commerce optimization tools on the integration of machine learning algorithms to personalize shopping experiences, involving nuanced intellectual property considerations and the development of proprietary algorithms.
- Counseling a leading online retailer in the deployment of an innovative, AI-driven fraud detection system, which included negotiating software licensing agreements and ensuring compliance with data protection regulations.
- Assisting a digital marketplace in a strategic partnership with a payment gateway provider to streamline transaction processes and enhance security protocols for a seamless customer checkout experience.
- Providing counsel to a burgeoning e-commerce enterprise in its compliance with Federal Trade Commission (FTC) regulations, particularly concerning online advertising, consumer privacy, and endorsement guidelines. This included successfully negotiating resolutions in FTC investigations, ensuring continuous adherence to evolving digital marketing laws, and implementing best practices for consumer data protection.
- Advising a multi-channel e-commerce client on navigating the complexities of the FTC's Mail Order Rule, ensuring timely fulfillment practices across various platforms including Amazon and Shopify. His strategic recommendations on operational adjustments and policy reforms have significantly mitigated legal risks and fortified the client's reputation for consumer satisfaction.
Financial Technology (FinTech)
Jonathan's acumen in the fintech space is characterized by his proactive approach to regulatory compliance and his strategic vision in technology application. He ensures that fintech clients not only meet current regulatory demands but are also prepared for the evolving digital finance landscape, positioning them at the forefront of innovation and market leadership.
- Devised a robust compliance strategy for a fintech startup specializing in blockchain-based payments, navigating complex regulatory landscapes including the Bank Secrecy Act, Anti-Money Laundering (AML) requirements, and the Office of Foreign Assets Control (OFAC) sanctions, facilitating their expansion while ensuring adherence to strict financial regulations.
- Guided a mobile payment app company through a critical phase of product development, focusing on user data protection in alignment with the Consumer Financial Protection Bureau (CFPB) guidelines, and establishing a framework for GDPR compliance for their European market entry.
- Assisted a peer-to-peer lending platform with the implementation of a comprehensive regulatory compliance program, addressing issues from consumer lending regulations to securities law compliance, positioning the client for successful navigation of SEC requirements.
- Guided a mobile wallet startup through the intricate process of obtaining money transmitter licenses across all 50 states. This comprehensive initiative involved preparing uniform application materials where possible, adapting to specific state requirements, negotiating with state regulators, and implementing a robust compliance program to meet the diverse statutes and regulations governing money transmission in the U.S.
- Played a pivotal role in the supply chain optimization for a leading e-commerce fintech company, coordinating international payment gateways and anti-fraud measures, which significantly improved transactional efficiency and customer trust.
Blockchain & Cryptocurrency
Since early in 2013, Jonathan has been known as the nation's go-to digital currency, blockchain, and digital content (NFT) attorney. Jonathan has represented individual crypto/NFT investors, advised private cryptocurrency fund/hedge fund structures in all aspects of the fundraising lifecycle (including fund formation, regulatory compliance, market terms and global regulatory/tax advice), crypto-specific securities transactions (initial coin offering (ICO) and M&A transactions), crypto mining structures, and KYC/AML regulations (including Travel Rule compliance). As one of the most senior and experienced attorneys in this ever-evolving space, Jonathan actively represents many of the largest individuals, funds, and financial structures on Binance, Coinbase, Kraken, and OKEx (to name a few) in all aspects of blockchain technology and cryptocurrency, including inventions, trademarks, brand protection, trade secrets, copyrights, commercialization, mining, energy procurement, and licensing.
- Assisted a cryptocurrency exchange platform in expanding their services nationwide by securing money transmitter licenses in all 50 states. This included conducting a thorough analysis of each state’s regulations, crafting tailored application strategies, and advising on the establishment of state-specific compliance protocols to adhere to varying anti-money laundering (AML), cybersecurity, and consumer
- Represented a blockchain solutions provider in the structuring and negotiation of decentralized application (dApp) deployment agreements, which facilitated automated smart contract operations for supply chain management in the manufacturing sector, enhancing transparency and efficiency through distributed ledger technology.
- Acted as lead counsel for a cryptocurrency mining hardware manufacturer, advising on international sales agreements, intellectual property rights, and the ongoing technical support and management services for the deployed mining operations, ensuring compliance with rapidly evolving regulatory landscapes.
- Guided the development of a groundbreaking cryptocurrency exchange platform through collaboration with a financial technology firm, focusing on the integration of advanced cryptographic security measures. The engagement included negotiating joint venture agreements and managing cross-licensing of proprietary blockchain protocols that bolstered both parties' offerings in the digital assets market.
- Advised a fintech startup specializing in blockchain-based identity verification processes, facilitating a partnership with a major banking institution. This involved complex data privacy and cybersecurity arrangements to enable secure, blockchain-enabled authentication services for an enhanced customer onboarding experience
Cannabis
Since beginning to represent clients in the field of cannabis law in early 2014, Jonathan’s role in the cannabis sector has been pivotal in guiding companies through the legal complexities, operational challenges, and regulatory landscape of this rapidly evolving industry. His strategic legal insights have enabled clients to not only navigate but also capitalize on the opportunities presented by the expanding legalization and acceptance of cannabis products.
- Led a comprehensive legal strategy for a cannabis startup in securing multi-state licenses for cultivation and dispensary operations. This involved navigating the complex and varying regulatory landscapes across states, advising on compliance with both state and federal laws, and structuring the company to attract and secure significant investment for expansion.
- Represented a cannabis technology company in partnership negotiations with a major agricultural tech firm. This collaboration focused on developing advanced cultivation technologies and IoT solutions for optimizing greenhouse operations, requiring intricate agreements on intellectual property sharing and joint venture structuring.
- Advised a cannabis edibles manufacturer on FDA compliance, ensuring adherence to stringent guidelines on product labeling, marketing, and distribution. His counsel was crucial in the company's successful launch of a new line of CBD-infused products in multiple states, navigating the complex interplay of state and federal regulations.
- Orchestrated the merger of a leading cannabis retail chain with a national dispensary operator, handling all aspects of the transaction including due diligence, regulatory compliance, and post-merger integration. This deal significantly expanded the client’s market presence and set a precedent for future consolidations in the industry.
- Assisted a cannabis investment fund in structuring and executing a series of acquisitions of smaller dispensaries and cultivation operations. His expertise in cannabis law, coupled with a deep understanding of corporate finance, enabled the fund to efficiently expand its portfolio while mitigating legal and regulatory risks.
Sports & Entertainment
- Acted as legal counsel for numerous NBA and NFL athletes in contract negotiations, focusing on compensation structures, performance incentives, and clauses related to career advancement and stability.
- Facilitated the establishment of a private equity fund specifically targeted at sports and entertainment ventures. This included advising on fund structure, regulatory compliance, and investment strategies, paving the way for significant capital inflow into emerging sports and media projects.
- Facilitated a groundbreaking partnership between Uber and the National Football League (NFL) for an innovative transportation solution for players and staff. This involved complex negotiations regarding logistics, branding opportunities, and data-sharing agreements to enhance the efficiency and safety of travel during the sports season and offseason.
- Orchestrated a unique collaboration between Lululemon and Kiehl's with the NFL for a wellness and performance initiative. This project involved developing a bespoke line of athleisure wear and skincare products, tailored for high-performance athletes. The representation included handling licensing agreements, co-branding strategies, and intellectual property protections, while ensuring compliance with sports marketing regulations.
- Brokered innovative athlete sponsorship deals with Lululemon and Kiehl's for the NFL, each focusing on enhancing player performance and wellness. The Lululemon partnership involved the endorsement of their high-performance athletic wear by NFL athletes, emphasizing the synergy between elite sports and advanced athletic apparel. Concurrently, a deal with Kiehl's was established to sponsor skincare products specifically formulated for the rigorous physical demands faced by football players. These dual sponsorships required meticulous coordination to ensure complementary brand alignment and athlete engagement strategies, while also negotiating terms that respected the exclusive nature of each brand's involvement. The representation included navigating complex marketing agreements, intellectual property considerations, and compliance with sports industry regulations, creating a multifaceted approach to athlete endorsements in the sports industry.
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