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Area of Practice
Technology & Intellectual Property, Private Company Transactions, General Commercial Transactions, Corporate Governance, Public Safety.
Profile
Brock Smith is a partner in Clark Wilson LLP's Technology & Intellectual Property Practice Group.
Technology & Intellectual Property:
Brock provides strategic legal advice to information technology and emerging growth companies of all sizes, concentrating on asset acquisition and management strategies, technology licensing (from both the licensor and licensee perspective), outsourcing arrangements, intellectual property audits and other due diligence investigations, and corporate finance transactions (primarily venture capital financings).
Public Safety:
Brock has also developed a unique practice in the area of public safety law, where he provides ongoing advice to PSAPs, emergency communications corporations and other public safety bodies in British Columbia on matters such as liability and statutory immunity, the legal impact of new and emerging technologies, including wireless and voice over internet protocol (VoIP) technologies, and regulatory matters affecting 9-1-1 services.
Representative Work
Technology & Intellectual Property:
Negotiating terms of licensing, implementation and support of mission
critical software products with major software vendors and software licensors for enterprise-wide use by a wide variety of businesses,
including one of the world's largest accounting and consulting firms, British Columbia's public health authorities and a large
regional transportation company. Negotiating terms of numerous software customization, licensing,
implementation and maintenance
agreements with several Canadian and U.S. airlines. Negotiating terms for the sale and resale of software and related
implementation and support services pursuant to Canadian federal government procurement policies. Negotiating the terms of license for numerous patented
technologies. Conducting intellectual property reviews and preparing intellectual
asset management strategies for several prominent local organizations.
Private Company Transactions:
General Commercial Transactions:
Structuring and completing corporate reorganizations for companies of
all sizes, including developing employment packages, non-disclosure agreements and shareholder agreements. Numerous transactions involving the investment by Canadian and U.S.
venture capital funds and financial institutions in emerging and mezzanine stage technology companies.
Corporate Governance:
Developing and assisting in the implementation of corporate governance
policies and guidelines, including Codes of Ethics and Conflict of Interest Guidelines. Numerous presentations to boards of directors on corporate governance
matters.
Public Safety:
Drafting and negotiating a 9-1-1 Services Agreement between a Public
Safety Access Point (PSAP) and a Regional District. Structuring and negotiating the terms of license, implementation and
support agreements for a variety of application software and technology products, including computer-aided dispatch (CAD) systems and
records management systems (RMS), for use by PSAPs, Emergency Communications Corporations and other public safety bodies in British
Columbia. Creating a provincial corporation (including the governance model) to
manage and maintain a province-wide police RMS. Structuring and negotiating complex services agreements for the supply
of technology support services to emergency services agencies, including police agencies and fire agencies. General corporate and corporate governance advice to PSAPs, emergency
communications corporations and other public safety bodies in British Columbia.
Education
Brock obtained his Bachelor of Arts degree from the University of Victoria
in 1987, and a Bachelor of Laws degree from the University of British Columbia in 1990.
Seminars & Presentations
Brock has given a number of seminars and presentations relating to legal
issues in the technology area, including:
Non-Disclosure Agreements in Commercial Transactions
Legal Issues in Technology Licensing
Intellectual Property Audits – The Key to Identifying and Managing
Intellectual Property Assets
How to Obtain and Preserve Intellectual Property Rights
Legal Issues in Financing Start-up Companies
The Enforceability of Click-wrap License Agreements
Legal Agreements in an E-Commerce World
He has also given several presentations on matters of significance to public
safety bodies, including:
Regulation of 9-1-1 Emergency Services for VoIP Service
Providers
Freedom of Information and Best Practices for PSAPs
VoIP Regulatory Matters in the U.S. and Canada
Brock is a frequent guest lecturer for the Professional Legal Training
Course (Bar Admission Course) on the topics of "Company Law" and "Buying and Selling a Business". In 2004, he
authored significant revisions to the "Company Law" course materials to reflect the new BC Business Corporations Act and has
subsequently reviewed and provided annual updates to those materials.
Brock is an adjunct professor at the University of British Columbia Faculty
of Law, where he teaches a course entitled "Solicitors Practice Workshop". He has also been invited to present guest
lectures on information technology and venture financing topics for various other law school classes.
Memberships & Associations
Member, BCTIA (British Columbia Technology Industries
Association)
Member, IT.CAN
Member, NENA (National Emergency Number Association)
Member, Law Society of British Columbia (1991)
Member, Canadian Bar Association
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