Noel D. Humphreys

A transactional lawyer working closely with business clients, Noel Humphreys actively participates in the ins and outs of business organizations. He focuses his practice on business transactions, lending transactions, organizational governance and intellectual property. Noel has participated in hundreds of business combinations ─ mergers, asset acquisitions, joint ventures, strategic alliances, sourcing relationships and stock purchases ─ as well as settlements of disputes within family-owned businesses. 

Operating agreements for limited liability companies and partnership agreements are also an important aspect of Noel’s practice, as entities often face movement among their members or partners. With businesses expanding globally, Noel also helps structure U.S.-based subsidiaries and joint ventures with European, Chinese and South American parents and partners.

In addition, Noel represents employers and employees in employment contracts and consulting and services arrangements. He has also represented lenders and borrowers of all sizes in loan transactions and recently represented a leading U.S. bank in lending transactions with middle market companies. 

In the area of intellectual property, Noel has played a leading role in more than 75 transactions in rights in intangible property, such as software, databases, trademarks, copyrights and contract rights. He has a particular interest in privacy issues and protection of data and in licensing data, software, trademarks and trade secrets. He represents licensors and licensees of intellectual property rights and data. Many such transactions (such as joint ventures, strategic alliances or stock/asset purchases) involve leveraging the value of patents, trademarks, copyrights and trade secrets.

Professional and Community Affiliations

• Former member, New York State Bar Association’s Intellectual Property Section, Executive Committee
• Program Coordinator of online CLE programs, American Intellectual Property Lawyer Association
• Former adjunct professor in Business Law, Rutgers University Graduate School of Management
• American Bar Association
• American Intellectual Property Lawyers Association
• New Jersey State Bar Association
• New York City Bar Association
• New York State Bar Association
• Copyright Society of the USA

Presentations

• Panelist, "Using LLCs and Protecting Assets", LawPracticeCLE LLC Webinar (September 2024)
• Presenter, "Negotiating Indemnification, Reps, and Warranties in Connecticut: Real-World, Practical Negotiation Strategies That Really Work,” National Business Institute (NBI) Webinar (December 2022)
• Presenter, "Representations and Warranties: Drafting, Negotiating, and Enforcing," National Business Institute (NBI) Webinar (January 2022) 
• Speaker, "Hot Topics in Business Planning, Taxation, Series LLCs, and More," National Business Institute's (NBI) Pass-Through Entity Developments 2021 webinar (March 2021)
• Speaker, "Create a Rock-Solid Operating Agreement for Your Client," National Business Institute's (NBI) How to Draft LLC Operating Agreements Webinar (October 2020) 
• Speaker, "Hot Topics in Ethics, 2019," Connell Foley LLP CLE Program; Roseland, NJ (December 2019)
• Speaker, "Handling Capital Contributions, Profit Distributions and Allocating Losses" and "Provisions Addressing Accounting and Tax Issues," National Business Institute's (NBI) How to Draft LLC Operating Agreements Webinar (December 2019)
• Speaker, "Buying and Selling a Business" and "Mini MBA for Attorneys and Accountants," National Business Institute's (NBI) Business Law: A to Z Seminar; Newark, NJ (December 2019)
• Speaker, "Drafting Fundamentals Essential Elements and Boilerplate Language," and "Representations and Warranties: Real-World Pointers." National Business Institute's (NBI) Drafting and Reviewing Business Contracts Seminar; Hasbrouck Heights, NJ  (December 2019)
• Speaker, "Dividing, Issuing and Transferring LLC Member Interests," "LLC Conversion and Reorganizations," "Using LLCs in Asset Protecting and Estate Planning," and "Top LLC Mistakes to Avoid in Everyday Business Practices," National Business Institute (NBI); Cherry Hill, NJ (November 2019)
• Speaker, "Top 9 LLC Mistakes to Avoid in Everyday Business Practices," National Business Institute (NBI); Hyatt Place Princeton, Princeton, NJ (July 2019)
• Speaker, "Overcoming Common Challenges in M&A," National Business Institute (NBI) Mergers and Acquisitions: Start to Finish Seminar; Philadelphia, PA (February 2019)
• Speaker, "Tactically Review Difficult Contracts," National Business Institute (NBI) Advanced Business Contracts: Secrets Only the Top Attorneys Know...Seminar; Princeton, NJ (December 2018)
• Speaker, "Favorably Negotiate Complicated Business Contracts with Strategic Tools," National Business Institute (NBI) Advanced Business Contracts: Secrets Only the Top Attorneys Know...Seminar; Princeton, NJ (December 2018)
• Speaker, "Advanced Provision Techniques: Reps and Warranties, Confidentiality, Non-Compete, Intellectual Property and More," National Business Institute (NBI) Advanced Business Contracts: Secrets Only the Top Attorneys Know...Seminar; Princeton, NJ (December 2018)
• Speaker, "LLC Operating Agreements Gone Wrong," National Business Institute (NBI) Top 8 LLC Mistakes to Avoid in Everyday Business Practices Seminar; Atlantic City, NJ (December 2018)
• Speaker, "Taxation of LLCs - Top Attorney Mistakes," National Business Institute (NBI) Top 8 LLC Mistakes to Avoid in Everyday Business Practices Seminar; Atlantic City, NJ (December 2018)
• Speaker, "Negotiating Representations and Warranties: Traps for the Unwary,” National Business Institute's (NBI) Seminar; Newark, NJ (December 2017)

• Speaker, “Drafting, Operating and Partnership Agreements,” Lawline Webcast (December 2017)

• Speaker, “Ethical Issues During LLC Formation,” at National Business Institute’s (NBI) LLCs: Beyond the Basics Seminar,  Princeton, NJ (November 2017)
• Speaker, “State Operating Agreement Law Update and Top Operating Agreement Mistakes,” at NBI’s LLC Operating Agreements Seminar, Princeton, NJ (December 2016)
• Speaker, “A Baker’s Dozen Topics to Cover in an LLC Operating Agreement,” Mastering Corporations, Partnerships, & Operating Agreements CLE Webinar (August 2016)
• Featured Speaker, “Drafting LLC Operating Agreements” and “Business Entity Operation and Conversion,” "LLC Workshop," Princeton, NJ (December 2015)

National Business Institute (NBI), Outstanding Faculty Award (2022 and 2023)

"New Jersey's Top Rated Lawyers" (2012), a list compiled by Martindale-Hubbell.

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