M&A Transactions: Capitalizing on Intellectual Property Assets

Structuring Deals to Leverage IP Value and Minimize Legal Risk

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, September 8, 2009

Course Materials

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.

Description

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.

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Outline

  1. Introduction — using IP to facilitate debt financing
  2. IP due diligence strategies
    1. Inventory all IP assets
    2. Review all IP-related documents (registrations, licenses, security interests, etc.)
    3. Evaluate possible infringement claims by or against company
    4. Determine revenue enhancing potential of IP
    5. Evaluate legal status of IP (ownership, restrictions on use, trade secret protections, etc.)
  3. Structuring the M&A deal
    1. Key deal terms
    2. Post-closing deal terms
    3. Special considerations when M&A transaction occurs in bankruptcy

Benefits

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?

Faculty

David M. Klein
David M. Klein
Partner
Paul Hastings Janofsky & Walker

He is an expert on the structuring and negotiation of complex technology and technology-related transactions including...  |  Read More

Edward G. Black
Edward G. Black
Partner
Ropes & Gray

He is Co-Head of the firm's Intellectual Property Group. He represents companies and investors in the creation and...  |  Read More

Jeffery S. Norman
Jeffery S. Norman
Partner
Kirkland & Ellis

His practice focuses on complex technology-related transactions and litigation. He works with private equity firms,...  |  Read More

Steven Hoffman
Steven Hoffman
President and CEO
ThinkFire

He develops and executes business strategy for ThinkFire, a full service IP advisory, brokerage and licensing services...  |  Read More

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