IP Due Diligence in M&A: Investigating Transferability of IP Assets, Blocking Rights, Liens and Other Encumbrances
Leveraging Diligence Results When Negotiating Price and Other Deal Terms
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will guide counsel for conducting intellectual property due diligence in merger and acquisition deals. The panel will outline best practices for conducting the IP investigation and leveraging the investigation results in negotiating pricing and other deal terms.
- Considerations regarding diligence team reviewing confidential information
- Preventing taint
- Employing a consultant or expert
- NDA considerations for second phase
- Due diligence issues relating to the target’s agreements
- Identifying agreements that may impact the value of the target
- Evaluating the transferability of key agreements from the target to the acquiring company
- Corporate structure of final entity and effects on licenses/IP-related agreements
- Restrictive clauses that may impact business goals of acquirer
- Typical problems arising during due diligence
- IP ownership and lien verification
- Third-party roadblocks to commercial activity post-acquisition
- Handling opinions (e.g., FTO, validity, etc.) or the lack thereof during due diligence
- Leveraging due diligence results in deal negotiations
- Value drivers
- Deal points
The panel will review these and other relevant issues:
- 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 from the due diligence process in deal negotiations?
Randall E. Colson
Partner, Head of Technology Transactions Practice Group
Haynes and Boone
Mr. Colson has extensive experience counseling clients with a myriad of technology and intellectual property-related... | Read More
Mr. Colson has extensive experience counseling clients with a myriad of technology and intellectual property-related transactions, including information technology and business process outsourcing, software development and licensing, SaaS, cloud computing, hosting, joint development, distribution, consulting, naming rights and e-commerce transactions. He also provides counseling on the use and procurement of patents, trademarks and copyrights, as well as on the intellectual property issues related to corporate finance, mergers and acquisitions, and corporate securities transactions.Close
Kilpatrick Townsend & Stockton
Mr. Feingold's practice focuses on trademark, copyright, advertising and Internet matters. He has handled complex... | Read More
Mr. Feingold's practice focuses on trademark, copyright, advertising and Internet matters. He has handled complex trademark litigation matters and sophisticated transactional projects. He advises clients with large global portfolios on how to effectively and efficiently manage and utilize these assets to further their business objectives privacy issues and other Internet-specific problems.Close