M&A Transactions: Capitalizing on Intellectual Property Assets
Structuring Deals to Leverage IP Value and Minimize Legal Risk
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Tuesday, September 8, 2009
Recorded event now available
This seminar will examine due diligence and valuation strategies for M&A deals involving IP assets. The panel will discuss how to structure M&A transactions involving IP assets—in and out of bankruptcy—to maximize opportunity and minimize legal risk for buyers and sellers.
Intellectual property assets are significant value drivers in M&A deals in the current market. Most buyers identify IP assets as equal to or more important than other assets when evaluating an acquisition target. Proper treatment of IP assets during a deal is vital to both buyers and sellers.
Valuing IP assets is extremely complicated and can derail a promising M&A deal. Acquisitions occurring through the bankruptcy process also present challenges. Comprehensive due diligence, effective valuation strategies, and an understanding of the bankruptcy process are critical for deal counsel.
Listen as our panel of corporate finance, intellectual property and bankruptcy attorneys discusses due diligence and valuation strategies for M&A deals involving IP assets and explains how to structure M&A transactions involving IP assets—in and out of bankruptcy—to maximize opportunity and minimize risk for buyers and sellers.
- Introduction — using IP to facilitate debt financing
- IP due diligence strategies
- Inventory all IP assets
- 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, etc.)
- Structuring the M&A deal
- Key deal terms
- Post-closing deal terms
- Special considerations when M&A transaction occurs in bankruptcy
The panel will review these and other key questions:
- How are IP assets being used to help facilitate M&A deals in the current market?
- What due diligence strategies are key to ensuring a successful transaction?
- How should buyers and sellers approach valuing the IP assets that are driving the deal?
- What special considerations must be made when the M&A deal is carried out through a bankruptcy liquidation or reorganization?
David M. Klein, Partner
Paul Hastings Janofsky & Walker, New York
He is an expert on the structuring and negotiation of complex technology and technology-related transactions including mergers and acquisitions and other corporate transactional matters. His practice also covers the intellectual property aspects of complex financing transactions including capital markets, securitization and structured finance transactions.
Edward G. Black, Partner
Ropes & Gray, Boston
He is Co-Head of the firm's Intellectual Property Group. He represents companies and investors in the creation and management of intellectual assets and the formation and funding of ventures built around intellectual assets. His clients include technology companies, branded product companies, advertising agencies, and media organizations.
Jeffery S. Norman, Partner
Kirkland & Ellis, Chicago
His practice focuses on complex technology-related transactions and litigation. He works with private equity firms, Fortune 500 technology companies, and rapidly growing computer hardware, software and pharmaceutical businesses. He leads negotiations and provides strategic intellectual property counseling in a variety of contexts, including mergers and acquisitions.
Steven Hoffman, President and CEO
He develops and executes business strategy for ThinkFire, a full service IP advisory, brokerage and licensing services firm that helps global technology companies and other IP owners develop and execute strategies to maximize the return on their investment in IP. He is a frequent speaker on strategy implementation and generating predictable business results from technology investments.
Online CLE - Audio Recording
Includes streaming audio of full program plus handouts (available 24 hours after live program).
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Available 24 hours after the live 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*, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID*, KY, ME, ND, NE, NH, NM, NV, OR, UT, 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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