IP Due Diligence in M&A Transactions
Conducting IP Investigations and Leveraging the Results During Deal Negotiations
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Thursday, December 15, 2011
Recorded event now available
This CLE webinar will provide guidance to counsel conducting IP due diligence for merger and acquisition deals. The panel will outline best practices for conducting the IP investigation and leveraging investigation results when negotiating pricing and other deal terms.
Description
Intellectual property (IP) assets are significant value drivers in M&A deals. Failing to identify and thoroughly investigate IP assets in the early stages of a deal may result in price adjustments, structural changes to the transaction, and even termination of a deal.
Common issues that arise during due diligence include: (1) the target does not hold the IP rights; (2) prior agreements exist that limit the target’s IP rights; (3) the target is subject to pending infringement claims; or (4) the target’s IP rights are encumbered by liens.
Comprehensive due diligence involves identifying and evaluating documents to review, people to interview, and the target’s IP assets, trade secrets, licensing agreements, and lawsuits or settlements involving IP assets.
Listen as our authoritative panel of attorneys explains key considerations for conducting IP due diligence in M&A deals and offers strategies for using the results of due diligence to negotiate pricing and other deal terms.
Outline
- Conducting IP due diligence
- Identifying assets to be inventoried
- Review all IP-related documents (registrations, licenses, security interests, etc.)
- Evaluate possible infringement claims by or against company
- Determine revenue enhancing potential of IP
- Evaluate legal status of IP (ownership, restrictions on use, trade secret protections)
- Typical problems arising during due diligence
- Leveraging due diligence results in deal negotiations
Benefits
The panel will review these and other key questions:
- What are the best approaches for counsel to identify the IP assets to review during due diligence?
- How should counsel address IP ownership questions that arise during due diligence?
- How can counsel leverage information obtained during the due diligence process in deal negotiations?
Faculty
Carey C. Jordan,
Partner
McDermott Will & Emery, Houston
She focuses her practice on patent prosecution, transactions and strategic portfolio management in the chemical, energy and alternative energy sectors. Her practice includes due diligence investigations, IP transactions and conducting freedom-to-operate, patentability, validity and noninfringement analyses.
J. Andrew Lowes,
Partner
Haynes and Boone, Richardson, Texas
He specializes in intellectual property law, including providing guidance to clients in a variety of technical fields with particular emphasis in medical devices, computer software and hardware, telecommunications, semiconductor devices, and mechanical equipment, as well as trademark, copyrights and other intellectual property.
Curt Kinghorn,
Director – IP
Volcano Corporation, San Diego
He focuses on partnering with clients to meet their business goals & objectives through developing and implementing their own customized IP Strategy that is aligned with, supports and advances their Business Strategy. In addition to providing legal services, he a business advisor, counselor and strategic partner.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*.
Pre-approved for self-study credit in: AK, AZ, MO, MT, TX*, UT, VT, WA.
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(*Indicates that Strafford must report attendance.)
Online CLE Audio $297.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX*, UT, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com. (*Indicates that Strafford needs to process the CLE — see below to purchase this option.)
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Available three business days after the live event
DVD (Slide Presentation with Audio) $297.00
plus $9.45 S&H
Available ten business days after the live event
MP3 Download (Audio with Slide PDFs) $297.00
Available 24 hours after the live event
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plus $9.45 S&H
Available ten business days after the live event
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CLE Credit
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Customer Reviews
I liked the topic and the fact that Strafford kept to the time schedule.
Susan Piperno
Gottlieb Rackman & Reisman, PC
I liked the quality of the speakers and their knowledge of subject matter.
James Nemmers
Shuttleworth & Ingersoll PLC
I liked the substance of the program and the ease of participating.
Paul L. Hammann
First American Title Insurance Company
The information was relevant and well presented. The questions were good, and the speakers responded with clear knowledge.
Sheila Fox Morrison
Davis Wright Tremaine
The seminar was very well-organized, managed excellently and informative.
Julia Szadkowski
Equifax Canada Inc.
Intellectual Property Law Advisory Board
Shareholder
Winthrop & Weinstine
Partner
Fulbright & Jaworski
Partner
Winston & Strawn
Partner
Antonelli Terry Stout & Kraus
Partner
Stroock & Stroock & Lavan
Partner
Feinberg Day Alberti & Thompson
Partner
Duane Morris
Partner
Reed Smith
Partner
Gibson Dunn & Crutcher
Partner
Holland + Knight
Partner
McDermott Will & Emery
Partner
Orrick
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