Information and Technology

Nutter served as legal counsel to UrSure, Inc., an HIV medication adherence diagnostics company, in connection with its acquisition by OraSure Technologies, Inc. (NASDAQ: OSUR), a leader in point of care diagnostic tests and specimen collection and stabilization devices, and microbiome laboratory and analytical services.

After Adam Ercolini collided with a Commerce insured vehicle and suffered collision damage to his car, Commerce paid to repair Ercolini’s car and restore it to its prior condition. Ercolini nevertheless sued Commerce on his own behalf (as a third-party claimant) and on behalf of a putative class. According to Ercolini, Commerce had to pay for “inherent diminished value” damages (or IDV damages), the alleged difference in market value of a car that has been fully repaired after an accident compared to the market value of the same car before the collision. The underlying theory: there is an alleged stigma attached to vehicles that have been in an accident, regardless of repair. Ercolini asserted claims for breach of contract, declaratory judgment, and alleged violations of G.L. c. 93A.

Commerce moved for summary judgement. Judge Salinger granted the motion. Judge Salinger grounded his decision, in part, on his synthesis of Massachusetts tort law: “[W]here damaged property has been fully repaired, and the responsible party has paid the full repair costs, . . . the property owner is not entitled to collect and the responsible party is not obligated to pay any additional amount for residual diminution of value.” He concluded: “[U]nless and until the appellate courts change this rule, the policy language at issue here does not give [Ercolini] any right to recover for alleged IDV damages in addition to recovering the full cost to repair [his] vehicle[].”

Nelson Apjohn and Eric Magnuson led the Nutter team. Melanie Woodward and Joe Toomey assisted in early investigation of the facts and legal issues and in serving and responding to discovery. Nehal Khorraminejad and Maya Ginga assisted in preparing the motion for summary judgment. The entire team was assisted by Kate Johns, Paige Smith, Jennifer Catarius, Chris Feldman, Kelly Cannizzaro, and Lila Abraham.

Nutter served as legal counsel to Gravyty, a market-defining provider of fundraiser enablement solutions powered by artificial intelligence, in connection with a $21 million investment from K1 Investment Management, a leading investment firm focusing on high-growth enterprise software companies.

Nutter advised Strategic Cyber LLC in connection with its acquisition by HelpSystems, a Minnesota-based IT software company.

Nutter advised Location, Inc., a leader in geographic data sciences and predictive, location-based analytics for businesses across the U.S. and Canada, in connection with its acquisition by CoreLogic (NYSE: CLGX), a leading global property information, analytics, and data-enabled services provider.

Nutter served as legal counsel to Innovation Associates, the market-leading provider of high-volume pharmacy automation technology and software solutions to the retail, hospital, government, and mail order pharmacy markets, in connection with a consortium of investors led by Greg Wasson, the former Walgreens Boots Alliance CEO, acquiring a majority stake to scale the business and enhance its pharmacy automation offerings.

Nutter served as legal counsel to McCarthy Capital Fund VI in connection with its partnership with Big Belly Solar, the global leader in smart waste solutions for public spaces, to recapitalize Bigbelly and provide further cash investment to accelerate growth.

Nutter served as sole legal advisor to miEdge, the premier provider of lead generation, data analytics, and prospecting solutions specifically designed for the insurance industry, in its acquisition by Zywave, the leading insurtech provider powering agency growth.

Nutter served as sole legal advisor to Midé Technology Corporation, a U.S. company which provides engineering services including problem solving through modeling and analysis, electronic prototyping, commercial research and development, and forensic engineering services, in its acquisition by Paris-based Hutchinson S.A., which manufactures industrial, automotive, and consumer rubber products such as hoses, tubing, bumpers, spoilers, sealants and adhesives, rubber gloves, baby car seats, and sponges.

Nutter represented a startup speech recognition technology company defending numerous simultaneous lawsuits in multiple jurisdictions in a momentous patent war with a much larger rival company. Through Nutter’s efforts, the client was able to achieve a global settlement on very favorable terms.

Nutter served as legal advisor to Globe Composite Solutions, LLC (Globe), a navy submarine supplier, in its acquisition by ESCO Technologies Inc. (NYSE: ESE), a global provider of highly engineered products and solutions to diverse and growing end-markets that include the aerospace, space, healthcare, wireless, consumer electronics, electric utility, and renewable energy industries. 

Nutter represented certain senior management in connection with the sale of ZappRx to Allscripts.

Nutter represented Waveguide Inc., a New Hampshire-based company that specializes in outside plant services for the telecommunications industry, in its merger with Maicom LLC, a provider of critical infrastructure needs. 

Nutter represented Powerhouse Dynamics, a software company based in Newton, MA, when it was acquired by merger by Middleby Corporation, a publicly traded commercial and residential cooking and industrial process equipment company based in Elgin, IL. Powerhouse Dynamics uses cloud-based controls and analytics to deliver enterprise-wide operational efficiency, food safety, and energy efficiency solutions to portfolios of small commercial facilities, including restaurants, convenience stores, retailers, and more.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Pension Studio, a third party retirement plan administrator with offices in Florida and New England.

Represented Veracross LLC, a provider of software and services to independent primary and secondary schools, in its majority recapitalization by BV Investment Partners, a middle-market private equity firm focused on the business services, software, and IT services sectors.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of Billings and Company, LLC, an Iowa-based recordkeeping and qualified plan administration company.

Nutter represented Group RHI, a rapidly growing player in the retirement services industry, in its acquisition of America’s 401k, LLC, a Dallas, TX-based, independent third party administrator focused on serving small businesses in offering qualified retirement plans to their employees, and Retirement Investment Administrators, LLC, a recordkeeping and qualified plan administration company also based in Dallas, TX.

Nutter represented T3 Expo, LLC, the general contractor for creating shareable moments™ for tradeshows and corporate events, in its recent financing with MB Capital Fund IV, LLC.

Represented Palisade Corporation, an Ithaca, New York-based provider of risk modeling and decision analysis software, in its recapitalization by Thompson Street Capital Partners (TSCP), a private equity firm based in St. Louis, MO.

Nutter represented WegoWise, Inc., a provider of cloud-based software solutions to owners and managers of buildings to help understand, track, and improve building utility efficiency, in the sale of substantially all of its assets to AppFolio, Inc. (NASDAQ: APPF), a leading provider of cloud-based business software solutions in the real estate and legal markets.

Nutter advised Atlas Devices, LLC, a leading developer, manufacturer, and supplier of rapid access solutions, in its recapitalization by Anvil Capital. 

Nutter represented Collaborative Consulting, LLC in its acquisition by CGI Group Inc. (NYSE: GIB) (TSX: GIB.A), a leading provider of information technology and business processing services, through its wholly-owned U.S. subsidiary, CGI Technologies and Solutions Inc.

Nutter represented McCarthy Capital, a private equity investment firm, when it led a recapitalization and growth equity investment in Seven10 Storage Software, LLC to further accelerate growth.

Nutter advised Clintara in the sale to strategic acquirer Bracket Global, LLC.

Nutter represented McCarthy Capital, a private equity investment firm, when it partnered with Bamboo Rose, a provider of the digital B2B Marketplace for retailers, to continue its expansion.

Nutter represented Netra, Inc., a leader in Visual Intelligence and Search, when it closed $1.85 million in Series Seed financing led by Launchpad Venture Group and NXT Ventures with participation from Zelkova Ventures, Mark Cuban, Berwind LLC, and other prominent angels.

Nutter won an acquittal after a three-week trial in federal court for the general counsel of a publicly-traded software company charged with securities fraud and false statements in the first prosecution arising out of the AOL/Time Warner merger.

Nutter served as legal counsel to Baril Corporation, a leading medical specialty manufacturer of infection prevention, wound care, clinical chemistry, patient monitoring, and medical and surgical consumable products, in its acquisition by TEAM Technologies, Inc., a leading North American healthcare specialty manufacturer focused on oral and dental care and medical end markets. 

Nutter served as legal counsel to Copley Equity Partners, a Boston-based private investment firm, in its investment to recapitalize, and facilitate the merger of, Aethon Aerial Solutions and Flight Evolved.

Nutter served as legal counsel to Definiti LLC, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Capital Retirement Plan Services, LLC.

Nutter served as legal counsel to Definiti LLC, a private equity-backed, national leader in the retirement services industry, in connection with its acquisition of Boetger Retirement Plan Services, LLC, a full-service design, recordkeeping, administration, and consulting firm specializing in administration of qualified retirement plan programs based in Pennsylvania.

Nutter advised a German information services company about risk factors associated with making automated use of third-party technical content in databases for purposes of enabling call center support.

Nutter assisted an information storage company that has a significant international presence with executing a strategy to challenge and remove blocking trademark registrations, allowing the client to establish global trademark registration rights with respect to the name of a key business initiative.

In November 2020, Nutter achieved a significant win for its client Intergraph Corporation. Intergraph invented a distinct graphic for the on-screen display of its software product and engaged Tom Tuytschaevers to obtain a “design” patent for the graphic. A design patent is a patent that grants ownership to the ornamental design of a product. The Examiner at the U.S. Patent and Trademark Office (“U.S.P.T.O.”) rejected Intergraph’s application based on the Examiner’s erroneous interpretation of the statute and a U.S.P.T.O. precedential decision. Tom persevered through a multi-year battle with the U.S.P.T.O., including a successful appeal to the U.S.P.T.O.’s Patent Trial and Appeal Board (“Board”). Tom researched the evolution of the U.S.P.T.O.’s standards for design patents, briefed the appeal, and represented Intergraph at oral arguments before the Board, ultimately convincing them to rule in Intergraph’s favor. The Board’s decision clarifies the U.S.P.T.O.’s design patent standards and holds the potential to change the way the U.S.P.T.O. examines design patent applications for computer displays.

Nutter drafted a user agreement for a SaaS platform and accompanying mobile application specific to the event planning and hospitality fields, which involved providing privacy/data protection advice and guidance about user-generated content copyright liability risks.

Nutter prepared and negotiated a master services agreement and subsidiary agreements for a software developer under which the client both developed software for a multinational company and also retained and licensed certain core software.