Karl M. Zielaznicki

Karl provides comprehensive trademark, copyright, and anti-counterfeiting services for clients ranging from multinational companies with household names to emerging growth ventures. He is a versatile counselor who works closely with clients no matter where they are in their business cycle — from managing an international portfolio to securing a startup’s initial trademark. Karl’s vast experience across every major sector includes work with luxury fashion brands, chart-topping artists, major league sports teams, pharmaceuticals, and a variety of B2C retail brands.

Karl is a go-to resource for all aspects of his clients’ IP needs. In addition to U.S. and foreign trademark/domain name clearance, prosecution, and protection, he advises clients on complex transactions and licensing and helps resolve litigation and other disputes. He counsels clients on anti-counterfeiting initiatives and represents clients before U.S. and international customs agencies in connection with counterfeiting and grey market matters. Karl also assists clients with advertising review, the FDA approval of marks, and with other regulatory matters. He works regularly with a trusted network of foreign counsel for support in international markets.

On the transactional side, Karl is broadly experienced advising clients on the IP aspects of their key transactions, including mergers, acquisitions, and divestitures, and their IP agreements. He represents lenders, investors, and other stakeholders in connection with the securitization of IP in connection with term credit, revolving, and other facilities. Karl structures and negotiates the full range of complex IP agreements, including joint development and venture, licensing, settlement, information management, and co-branding agreements.

Karl is a prolific author, and his work has been featured in publications such as Forbes, The Privacy Advisor, The Fashion Law, and cited by the 118^th Congress in their Bipartisan House Task Force Report on Artificial Intelligence in December 2024.

Representation of entities in M&A and asset/stock/joint venture transactions

• Representation of a major pharmaceutical company in its acquisition of a privately held biotechnology company for $250 million in cash, $370 million in stock, plus up to $200 million in milestone payments.
• Representation of a specialty pharmaceutical company in its acquisition agreement involving an upfront payment of approximately $412 million for the rights to develop, manufacture, and commercialize a leading oncology asset.
• Representation of a global biotech company in connection with the (a) acquisition of a rare disease drug manufacturer; (b) $30 billion merger/acquisition of competitor creating the largest global biotech company focused on rare diseases; (c) sale of an oncology business to a French pharmaceutical company; and (d) divestiture sale of eye product.
• Representation of a leading provider of advanced network communications and technology solutions in connection with an acquisition of cloud-based unified communications solutions for small and medium-sized businesses.
• Representation of a well-known celebrity designer whose luxury clothing and accessories are distributed globally in connection with the acquisition of his brand by equity investors.
• Representation of a public entertainment company in connection with the $900 million acquisition of theaters, literary properties and music content, talent and management companies, and other commercial assets and related financing.
• Representation of a multifaceted entertainment production company in connection with a merger with a Canadian investor group.
• Representation of a Fortune 1000 provider of staffing services and telecommunications/information solutions in connection with a joint venture with a major telecommunications partner and related financing.
• Representation of a major computer and video game system accessories and peripherals company in connection with its acquisition of a leading provider of value-priced peripherals and accessories for computing, communication, and entertainment.
• Representation of a global food retailer in connection with its acquisition of southeastern food retailer chains.
• Representation of a public home consumer products company in connection with its acquisition of a competitor with significant operations in the U.S., Puerto Rico, and China.
• Representation of a public home consumer products company in connection with its acquisitions of a kitchen utensils and cookware manufacturer, a lighting and wiring specialty company, and a tabletop manufacturer/catalog company.
• Representation of a public home consumer products company in connection with its acquisition of assets of a kitchen and barware glassware specialty company after Chapter 7 liquidation filing.
• Representation of a newly formed entity in connection with the acquisition (roll-up) of multiple high quality contract manufacturers in the medical device industry and related financing.
• Representation of a contract medical device manufacturer in connection with its acquisition by a major competitor.
• Representation of a woman’s suit manufacturer in connection with its purchase of a designer label licensing entity.
• Representation of the owner of a AAA baseball team in connection with the sale of the team.
• Representation of a holding company in connection with its acquisition of the largest U.S. manufacturer of processed kosher food products.

Representation of lenders in connection with revolving and term credit facilities

•  Representation of a UK lender in connection with the refinancing of the securitization of David Bowie music publishing and masters catalog rights (the “Bowie Bonds”).
• Representation of the lender as administrative agent in connection with a secured revolving credit and letter of credit facility to an NHL team.
• Representation of a lender in connection with a secured credit facility to the world’s largest producer, importer, and distributor of wines and spirits bearing kosher certification.

Representation of entities in connection with revolving and term credit facilities

• Representation of a Fortune 1000 provider of staffing services and telecommunications/information solutions in connection with secured letter of credit facility.
• Representation of the largest U.S. independent animation distributor and marketing company in connection with secured credit facility.
• Representation of a national specialty retailer of kitchenware and related products in connection with a syndicated secured letter of credit facility.
• Representation of an investor group in connection with securitization of various country music publishing and masters catalogs and related secured credit facility.

Representation of entities and investors in venture capital transactions 

• Representation of a venture capitalist in connection with its investment in a software development company.
• Representation of an application service provider in connection with a venture capital investment.

• World Trademark Review: WTR 1000 (2024-2025)