Open Source Compliance and Due Diligence Group
Our open source software practice group provides your team with actionable, real-world advice. Our attorneys and paralegals, many of whom have experience as software developers, can tailor practical solutions for your open source related questions and concerns.
Open source software is being leveraged to an ever-greater extent as software development is pushed to move faster and with broader interoperability; statistics show that nearly every commercial codebase contains or relies on open source software. Whether brought into development environments in source code or binary format or through the use of APIs or as datasets, open source software can in many cases make up over 80% of a proprietary product’s code base by the time development is completed. The corresponding open source licenses present a set of requirements and obligations that is different from that of typical commercial licenses for software, including a risk of having to release your proprietary code under an open source license.
The potential issues presented by the interaction of open source and proprietary software are complex and require an approach that is both nuanced and pragmatic. For over 15 years, our open source group has been an industry leader in helping technology companies navigate these complex issues, including in the context of mergers and acquisitions (supporting both buy- and sell-sides of deals), investments and IPOs and have helped clients around the world to develop compliance programs and implement robust and practical open source strategies.
Some of Our Open Source-Related Legal Services
- Assist with creation and implementation of practical open source policies and procedures, including automating open source review and approval as much as possible
- Conduct open source and third-party software compliance review of code bases, whether for acquisition readiness, on-going operations or on the code of a target company during a transaction
- Develop diligence playbooks and plans for buyers and investors
- Prepare materials a seller will need to effectively navigate diligence
- Advise regarding open source contributions, strategic “open-sourcing” of software to achieve certain goals and review of contributor license agreements
- Help operationalize and identify the appropriate tooling for open source review and compliance, including software composition analysis and other code scanning and compliance tools
- Assist with remediation planning and execution, including negotiating with counterparties on your behalf
- Prepare notice and attribution files, schedules for transactions, and other disclosures
- Review use of third-party APIs and data sources
- Assist with OpenChain standard compliance and certification
- Provide guidance for highly nuanced use cases leveraging our technical depth and years of experience
Our Team
Tony Decicco founded and oversees GTC Law Group’s open source compliance and due diligence practice consisting of attorneys and paralegals almost all of whom are former software developers. Tony has advised clients regarding the use of open source software since at least 2005 and frequently speaks on related topics. In addition, he has reviewed the results of literally thousands of code scans.
Tony’s clients range from start-ups to Fortune-100 companies. Given his extensive experience on both the buy and sell sides of mergers and acquisitions, patent purchases/sales and IP/technology licensing transactions, he is a trusted advisor to clients on all sides of the table. For acquirers and investors, a key strength is his ability to leverage this experience to quickly identify and assess IP-related risks. On the sell side, this experience translates to grooming clients and positioning IP assets to maximize value and minimize issues during rigorous due diligence.
Prior to joining GTC, Tony was a member of the IP & Technology, Internet & E-Commerce and M&A practice groups at Skadden, Arps, Slate, Meagher & Flom. Tony holds an Honors B.Sc. in Biochemistry from McMaster University, an M.A. in Economics and a J.D., both from the University of Toronto, where he was a law review editor.
Kurt Allen is a member of GTC’s transactional practice, serving in both our M&A and Business and Technology Transactions groups. Kurt specializes in providing counsel throughout the product development life-cycle and drafting and negotiating complex commercial arrangements, with a focus on technology-related transactions, as well as advising on open source software licensing and strategy. Prior to joining GTC, Kurt served as Product Counsel at Magic Leap with an emphasis on augmented reality devices, as Software Product Counsel at Apple focusing on wireless cellular technologies and related ecosystems, and Commercial & Transactions counsel at Ford Motor Company addressing open source software matters and technology transactions. Prior to his legal career, Kurt was a Systems Analyst at Whirlpool Corporation and served in the US Navy. Kurt received his J.D. from the University of Detroit Mercy School of Law, and his B.Sc. in Computing from Andrews University.
Leon has almost two decades of professional experience with open source software: at GTC Law Group for almost a decade, he has helped a range of clients from startups to Fortune-500 companies navigate the legal risks associated with the use of open source software in commercial products by crafting practical, real-world-applicable open source software policies, identifying risks through diligence, and guiding both sellers and buyers through various transactions (including mergers, acquisitions, investments, and divestitures).
Prior to this, he designed and developed patient data management systems, medical device software, and web applications for both startups and large multi-nationals.
Leon also speaks often on the topic of open source software, its increasingly important role in the world, and strategies for both consuming and creating open source software.
He holds a B.S. in Computer Science from Rochester Institute of Technology and a J.D. from Northeastern University School of Law. Leon is fluent in Russian.
Brad specializes in providing open source software-related advice, including risk identification and management strategies for businesses of all sizes. Prior to joining GTC, Brad was a managing attorney for Ford Motor Company, leading the open source software legal team advising the enterprise on risk mitigation strategies and license compliance company wide. Prior to Law School, Brad was a software developer for Omnivex Software. Brad holds a J.D. from the University of Detroit Mercy, an LL.B. from the University of Windsor, and a B.Sc. (Eng.) in Computer Engineering from Queen’s University.
Jason Lancaric joined GTC in 2013 and provides support to the M&A, Tech Transactions & Licensing and IP Strategy & Prosecution practices with a focus on IP due diligence support. Prior to joining GTC, his past work involved a mix of software development and TV/film production. He holds an Honors B.Sc. in Computer Science and a law clerk diploma.