Technology transactions meets AI with MoFo

Don’t let the abbreviated moniker fool you: MoFo is a very well-respected name throughout BigLaw, in part because of its varied practice offerings. In this article, we’re shining a light on an especially important area that MoFo excels in: technology transactions. For those who aren’t entirely sure what exactly tech transactions entails, stay tuned. MoFo partner Justin Haan and associates Reid Knabe and Evangeline Phang give us the lowdown on their leading technology transactions group (TTG), and give aspiring lawyers some useful advice on how to make a start in the practice.   

The TTG at MoFo is a global practice, collaborating with offices outside of the States and across Europe and Asia. That’s not the only vertical the firm works across, as Knabe tells us: “We also work across industries; in a single day, we might work with an AI startup in the Bay area, a financial services company in New York, and a semiconductor company in Asia.” Phang echoes this: "Our team supports a wide range of industries, including software, hardware, AI, AR, VR, automotive, semiconductors and life sciences.”  

"...in a single day, we might work with an AI startup in the Bay area, a financial services company in New York, and a semiconductor company in Asia.”

Our interviewees tell us more about the work the firm does. Haan details, “We work on a variety of IP, licensing, and commercial transactions,” and this is especially true on matters “where technology and innovation are the forefront,” Phang adds. The group is also dedicated to pro bono work within its core industries, as Knabe shares: “We help our pro bono clients protect their core intellectual property and innovations, as well as contract with their key customers and vendors.” Aside from the work, the group is differentiated by its “deeply collaborative” and “non-hierarchical” nature. Of this, Phang nods, “It’s deeply interdisciplinary, often intersecting with the firm’s other practices (e.g. mergers & acquisitions, privacy & data security, antitrust, product liability, and regulatory).”  

You may be wondering exactly who the TTG is doing work for. According to Phang, clientele range from “Fortune 500 tech giants to fast-growing startups.” Of the latter, Knabe adds, “Part of the value we can add (and the fun we can have) with startups is in really partnering with them and understanding their technology.” The group supports companies of all sizes on product development, strategic sourcing, and commercial R&D. Clients often include software companies developing AI models and tools, automative companies developing autonomous vehicle technology, and companies in AR/VR seeking to leverage AI-driven applications.

Further, Haan explains, “We work with a mix of well-established tech companies – including nearly all of ‘the Magnificent 7,’ or whatever FAANG-like [Facebook, Amazon, Apple, Netflix, Google] acronym is being used today.” He continues to say that clients also critically include “both developers of AI models/infrastructure and companies implementing it,” which “provides us with a comprehensive perspective in the field.”  

On the topic of AI, Knabe tells us that working with those deploying foundational models for use by others in the industry is “exciting work and sits at the core of what makes AI tick. It’s nice to be able to sit down with our clients and dig into the nuts and bolts of how the models work.” Knabe then highlights the importance of the semiconductor industry – what he calls the “beating heart of the current AI revolution” – and how those types of clients serve as different parts of the overall AI supply chain. “Though we’ve worked with semiconductor clients, both large and small, for many years, it’s incredibly exciting to continue advising them at an inflection point like this,” he enthuses.

“In a nutshell, we are legal Swiss army knives for intellectual property and business matters.” 

Day-to-day, we were told that tech transactions lawyers structure, draft, review, and negotiate contracts, including collaboration agreements, joint ventures, and IP licenses. The TTG works on deals that support the development, commercialization, and distribution of emerging technologies. Thus, the role involves spotting issues, managing risk, and balancing the commercial goals of the business with the legal and regulatory landscape. Knabe sums this up in layman’s terms: “In a nutshell, we are legal Swiss army knives for intellectual property and business matters.” Pretty cool, right? The team also supports M&A transactions by advising clients on the intellectual property-related aspects of their M&A transactions, which involves everything from diligence of intellectual property portfolios to drafting and negotiating core transaction documents. “To prepare agreements that are appropriately suited to a given transaction,” Haan states, “it is essential that we have a deep understanding of both the technologies and the business models involved.”  

Breaking this down further, our interviewees explain each of their roles on the team. “Partners in the practice are responsible for establishing and developing relationships with clients—typically attorneys on in-house teams but also founders and executives—to identify opportunities where we can be useful,” Haan details, adding that “partners also focus on training and providing hands-on experience for our associates, which often takes the form of collaboratively working through issues in real-time.” Associates, on the other hand, “should be prepared to be involved with drafting simpler substantive agreements (e.g., terms of service) and with managing the process on M&A transactions,” Knabe underlines, “Over time, associates are expected to lead the day-to-day on more complicated licensing and commercial transactions; this also involves coordinating input from other teams around the firm (e.g., antitrust, business restructuring + insolvency).” Phang adds, “We often function as the first line of support for clients, which means providing responsive, practical, and commercially minded advice. Given the fast-paced nature of the work, associates also need to be skilled in project management and time management.” 

If any of this sounds like something you might be interested in, read on to hear more from our experts on MoFo’s TTG practice… 

Chambers Associate: How has the rise in AI influenced the work you come across in the practice? 

Justin Haan, partner: We have been working on AI-related matters for nearly a decade. That said, it is undeniable that there has been an explosion of interest in AI technology since the launch of ChatGPT. Today it is a major focus of our work. We’re fortunate to have been collaborating with industry leaders like OpenAI and other AI tool developers even in the “before times” (i.e., before the launch of ChatGPT) as this has provided us with early insights into emerging issues that affect nearly every client. 

Reid Knabe, associate: We’ve been helping clients with AI and machine-learning-related issues and questions for years, but the velocity in the past couple years has been truly unprecedented. The rise in AI has had a huge impact on our existing client base. Most of our clients have a real appetite to integrate AI into their existing business and workflows, even if they aren’t “AI companies.” We have a real ability to add value to these clients because we come across the same questions and issues on a repeated basis; many companies are struggling with how to responsibly use AI tools, how to develop practical and safe frameworks for internal and external usage of AI, and how to enable their teams to start using and testing AI tools quickly. We help clients with all these issues. 

On the other hand, we also have a lot of work for AI-native companies. We help companies train, develop, and deploy new foundational AI models. We also help companies license those models for use in their own AI-enabled products. This is some of the most dynamic work we do; it’s almost impossible to predict and requires staying up to date on both legal and technical developments in the industry. In an industry changing this fast—where even full-time AI engineers can have a tough time staying up to speed with the velocity of research—this can seem like a Herculean task, but it’s absolutely critical to maintaining our practice and being able to provide useful, timely advice. 

Evangeline Phang, associate: The rise of AI has significantly expanded the scope and complexity of our work. AI-related transactions require an understanding of issues surrounding data rights, training data, model ownership, and licensing of AI models and tools. Clients seek guidance on how to structure agreements that account for ongoing improvements to AI systems, joint development of AI models, and questions of ownership and control over the resulting IP, among others. These deals also require a strong grasp of regulatory frameworks, as AI is subject to evolving laws and ethical considerations. The pace of development in AI means we’re often operating in legally grey areas where precedent is still being shaped. 

"The pace of development in AI means we’re often operating in legally grey areas where precedent is still being shaped."

CA: What sorts of skills lend themselves well to a practice at the intersection of technology transactions and AI? 

JH: Key skills include having an active curiosity about our clients, their products, and their businesses. Our technology transactions practice has a culture of “geeking out” on the latest technologies and taking a deep dive into learning about new businesses. Accordingly, staying up to date on the latest developments in technology and the law is invaluable. Our practice also requires attention to detail (e.g., drafting with precision) and the ability to simplify complex technologies or business models into terms that are easily digested by clients and negotiation partners. 

RK: Curiosity above all else. It may sound basic, but there’s no substitute for being willing to sit down and learn to understand a legal or technical issue from the ground up. The best technology transactions attorneys have an insatiable curiosity about the technology itself that sits at the core of our practice. Understanding and thinking deeply about how that technology works, how (and whether) it can be commercialized, and what legal issues might crop up along the way is one of our core daily “thought loops.” 

EP: Strong analytical thinking, commercial acumen, and the ability to distill complex technical concepts into plain language. An understanding of software development, machine-learning principles, and AI architecture can be helpful but isn’t essential. The most important skills are a strong command of IP law, the ability to navigate “first-of-its-kind” issues, and the capacity to manage ambiguity as AI transactions often involve negotiating rights to assets that don’t fit neatly into existing legal categories. Additionally, strong drafting skills are critical, as well as an ability to anticipate and mitigate risk. 

CA: What sparked your interest in the practice? And more specifically, your interest in AI? 

JH: My interest in technology transactions stems from a longstanding fascination with the way new technologies challenge existing legal structures and business models. I decided to go to law school in the wake of the “Napster era,” when new forms of digitally distributing music upended traditional content industries. My interest in AI dates back to the computer science courses I took in high school and before that an early engagement with personal computers (before they were as ubiquitous as they are today). 

RK: I had prior industry work experience before joining MoFo and spent significant time in my prior job working with licensing attorneys. I knew I wanted to join MoFo’s Technology Transactions Group from my first day in law school. I was attracted to the fac t that a technology transactions lawyer exists not as a world apart, but as an embedded part of the business. I wanted to spend my days working with not only some of the best lawyers in the world, but also the best engineers, the best marketers, and the best executives. 

EP: I’ve always been drawn to spaces where the law is unsettled, and where innovation is happening in real time. Early in my career, I found it fascinating to see how legal and commercial considerations intersected with the development of cutting-edge products. Working with companies building AI tools and platforms felt like a natural extension of that experience. The “first-of-its-kind” nature of many AI transactions means that no two matters are the same, and I’m drawn to that challenge. I’m also interested in the broader societal impact of AI (e.g., issues like fairness, accountability, and transparency), and I see our work as contributing to that larger conversation. 

CA: Can you tell us about a deal you’ve worked on that sits at the intersection of technology transactions and AI? 

JH: A notable example is representing OpenAI in one of its early partnerships with Microsoft, which secured computer power that enabled OpenAI to train the large language models that we know and use today. 

RK: We assisted a client in the video gaming industry with the launch of its new generative AI product, which was an important step towards broader implementation of generative AI technology within gaming engines, both for our client’s business and also the broader industry. This work involved different types of technology transactions work, ranging from commercial drafting, to assessing potential regulatory issues, to advising on legal risks specific to generative AI. It was extremely satisfying to see the launch go so well. 

EP: One illustrative example is my work advising a client on a strategic partnership with an eyewear company to launch AI-powered smart glasses. This high-profile collaboration involved negotiating and structuring the commercial agreements necessary to bring the product to market. A critical part of the transaction was working with various stakeholders to address different feature requirements, reconcile competing priorities, and ultimately finding consensus on key contractual terms. This required effective communication, alignment across multiple teams, and a focus on balancing commercial and legal objectives. The experience was especially rewarding because it marked a major milestone in the commercialization of AI-powered wearable technology. 

"Although you may hear people express the fear that AI will replace human roles, to date we’ve found that it enhances our effectiveness and productivity."

CA: What does the future of the practice look like in combination with developments in AI? 

JH: Although you may hear people express the fear that AI will replace human roles, to date we’ve found that it enhances our effectiveness and productivity. AI tools—like the AI Assistant we implemented at MoFo—allow us to deliver work product to clients faster and more efficiently. That said, AI tools are not “answer” machines. They aid us in crafting the right answers, but human knowledge remains irreplaceable. 

RK: AI will affect the type of work we do and the types of questions for which clients come to us; we don’t expect any slowdown in clients looking to us as the “first line of defense” for questions regarding AI. There will undoubtedly be an impact on how we work: generative AI tools are here to stay in the legal world. Rather than considering them replacements for substantive legal work, though, we look at these tools as accelerants. They can help spark brainstorming on how to address a complicated issue or can help us get started on a complex research problem. This frees up time and energy for the really interesting work of strategically responding to those issues and problems. 

EP: The future of technology transactions is undoubtedly intertwined with the growth of AI. As AI becomes more embedded in everyday products and services, companies will need to navigate complex issues of ownership, liability, and compliance. We’re already seeing new contract models emerge for “AI-as-a-service” offerings, and I expect we’ll see more bespoke deal structures. Regulations on AI accountability, transparency, and data privacy will continue to develop, which means lawyers in this space will be at the forefront of shaping legal precedent. 

CA: How can students stay up to date on developments in the technology transactions and AI space?

JH: To stay current on developments in technology transactions and AI, students should consider listening to podcasts such as The New York Times Hard Fork. 

RK: One reason this practice is so exciting is that it blends the worlds of law, business, and technology. Students should seek out industry newsletters and publications in each of those areas. Staying on top of the news cycle is a great way to demonstrate interest and also be ready to hit the ground running on day one as an associate. 

EP: Students should follow major regulatory developments related to AI, such as the EU’s AI Act, and keep an eye on thought leadership from major law firms’ blogs, like MoFo’s. Subscribing to tech-focused outlets like Wired, The Verge, or MIT Technology Review can also provide insight into the latest innovations. For more in-depth learning, students might consider taking courses on machine-learning fundamentals to understand key concepts like training data, models, and algorithmic bias. Attending industry events and panels can also provide valuable updates. 

CA: How can students demonstrate a good understanding of the practice in applications and interviews? 

JH: The strongest applicants are able to demonstrate a genuine interest in how technology -- and the business of technology -- operates and by staying informed about current developments in the industry. 

RK: It’s always best when students show an interest in the day-to-day of the practice (understanding that it encompasses licensing, M&A, product counseling, and other substantive work) and can also demonstrate that they care about the types of technology with which we work. Showing an interest in (or professional experience with) some new technology—or in a specific industry—is ideal! 

EP: By discussing how IP ownership, licensing, and risk allocation are central to the practice. Highlighting experiences that showcasecritical thinking skills, cross-functional collaboration, and an interest in commercial technology development can also set students apart. In interviews, highlighting any academic or practical experience with emerging technologies (e.g., research on AI ethics) can also set students apart. 

Read about life as a junior associate at MoFo