Garcia Rainey Blank & Bowerbank LLP, Attorneys in Orange County

Tabitha Rainey Sullivan

Direct: (714) 382-7001
Main: (714) 382-7000
Fax: (714) 784-0031

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ORANGE COUNTY
695 Town Center Drive, Suite 700
Costa Mesa, CA 92626-1993

Tabitha Rainey

Founding and Managing Partner

Professional Highlights

Ms. Rainey currently serves as outside general counsel to the global leader in innovation, design and manufacturing of cosmetics.  Her role includes overseeing the company’s legal affairs spanning over three continents; advising company executives with respect to legal strategy in litigation as well as transactional matters; structuring, drafting and negotiating contracts for manufacturing, business acquisition, development and licensing; and coordinating and supervising patent litigation counsel throughout the world.

Ms. Rainey supports the legal department of a public company that distributes high
performance  analog semiconductors widely used in electronic devices and in military
operations.  Ms. Rainey effectively coordinates directly with business managers on supply
agreements, contracts relating to joint development of new technology; strategic alliance
and collaboration partnerships; and OEM, VAR and private labeling arrangements.

In light of her unique licensing experience, Ms. Rainey was called upon to work on-site as
part of the in-house team of a branded toy and entertainment company based in Rhode
Island.   She gained invaluable experience interacting directly with business personnel

responsible for acquiring new technologies in order to accomplish brand expansion.  She was tasked with invention licenses, consulting services agreements and collaboration agreements involving trademark and content licensing.

Ms. Rainey excels in complex commercial transactions involving strategic alliances and technology development.  She has worked with developers of hardware and software, diagnostic solutions, medical devices, bill validation systems and cosmetic packaging.  Representative transactions include:

  • Assisting a diagnostic technology company with an exclusive licensing agreement which allowed the parties to combine their respective intellectual property to develop a novel solution for the diagnosis and treatment of breast cancer.
  • Completing an IT outsourcing transaction for a spin-off entity of a public pharmaceutical services company.  The transaction involved long-term negotiations and complex structure aspects to transfer ownership of hardware and equipment, applications and all IT personnel supporting such technology, along with developing service levels to facilitate optimum performance. 
  • Representing a developer of bill validators and vending machine management software by drafting and negotiating a master software license and services agreement with the procurement affiliate of one of the world’s oldest and largest bottlers of beverage products. The transaction spanned a year and included several subparts – a complex license agreement allowing multiple bottlers to license the client’s software, a custom software development agreement and a hosting services agreement.
  • Assisting one of the nation’s largest and oldest producers, distributors and marketers of branded food and pet products in connection with a long-term transition services agreement to facilitate the continued operation of a divested business.
  •  Supporting the developer of proprietary software which allows for remote management of chronic illnesses by doctors and their patients in connection with a joint venture providing exclusive distribution rights to one of the world’s largest telecommunications service providers.

In addition, Ms. Rainey counsels clients from a variety of industries in connection with forming entities, day-to-day corporate governance, raising capital through debt and equity financings, and ultimately implementing an exit strategy such as an asset or stock sale, merger or dissolution.  Examples of such matters include:

  • Representing a provider of information technology staffing and related services in connection with its sale pursuant to a cash and stock merger by preparing deal documents (including a detailed consent solicitation statement), leading due diligence and disclosure efforts, and coordinating the closing.
  • Assisting a Delaware conglomerate in the business of global transportation and logistics which was being acquired by a German entity.  Ms. Sullivan was charged with primary responsibility for identifying and preparing approval documents relating to the integration of dozens of non-U.S. entities owned by the Delaware conglomerate into the German entity’s organizational structure. 
  • Supporting a developer of magnetic resonance imaging devices in connection with its issuance of secured term promissory notes and shares of common stock.  The transaction included a reverse stock split, an increase to the option pool, extension of a senior debenture and a complex interested director issue.
  • Counseling a provider of accounts receivable management services in connection with a management services agreement combining the client’s east coast operations with another company’s similar operations on the west coast.