M&A for Technology Companies: Intellectual Property, Human Capital, Due Diligence, and other Key Considerations

Note: CPE credit is not offered on this program

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

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Conducted on Wednesday, June 16, 2021

Recorded event now available

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Course Materials

This CLE course will examine key issues in M&A transactions involving tech companies. The panel discussion will cover distinguishing features of such M&A transactions, including substantive areas of focus in due diligence, as well as explore key considerations in achieving successful outcomes in such transactions.


Due diligence in a tech company acquisition should focus on the core assets being acquired, typically the target company's IP and its people. Our presenters will cover due diligence on matters such as IP and data privacy, target company capitalization, HR matters, and information relating to potential regulatory requirements (including foreign investment, sanctions, and antitrust).

Acquisition of a tech company requires a keen understanding of the stakeholders involved and how to address the competing motivations of the parties involved. Our panel will describe the profiles of typical participants in tech M&A transactions and provide practical guidance on dealmaking involving these competing constituencies.

Listen as our authoritative panel discusses these and other issues of particular importance in tech company acquisitions.



  1. Intro and overview of distinguishing features of tech M&A
    1. Key assets in tech M&A -- talent and IP
    2. What makes technology M&A different than M&A generally?
  2. Substantive areas of focus in due diligence
    1. Intellectual property and data privacy
      1. (open source, pen testing, ownership of IP/IP assignments, university and government entanglements, exclusivity and upstream poisoning, sufficiency, infringement)
      2. introduction to "residuals clause" in tech NDAs
    2. Capitalization (many private tech companies are VC-backed) and waterfall
    3. HR
    4. Regulatory matters (CFIUS and other FDI regimes, import/export, antitrust)
  3. Structuring successful outcomes
    1. Understanding the players
    2. Legal impediments to achieving your objective
    3. Employee matters
      1. Noncompetition and non-solicit agreements
      2. Treatment of unvested equity awards
      3. Holdback arrangements and related tax issues
      4. Employee closing conditions
    4. Risk allocation in the acquisition agreement
      1. Overview -- tech clients generally focus on remediation and identification of risks rather than risk allocation
      2. Reps and warranties
      3. Indemnification vs. RWI policies


Attendees will gain insights into the following issues, among others:

  • Performing due diligence on the key assets in an acquisition of a tech company and drafting relevant protections in a purchase agreement
  • Identifying key constituencies in a tech company's equityholder base and their potentially competing goals in an M&A transaction
  • Considering how best to retain the value of a tech company's most important asset, its people


Bergstrom, Luke
Luke J. Bergstrom

Partner, Global Co-Chair of the Mergers & Acquisitions Practice and Global Vice Chair of the Technology Industry Group
Latham & Watkins

Mr. Bergstrom regularly advises leading corporate and private equity clients on significant M&A transactions and...  |  Read More

Fisher, John
John A. Fisher

Partner, Head of US Technology and Life Sciences M&A
Freshfields Bruckhaus Deringer

Mr. Fisher advises some of Silicon Valley’s most innovative and pioneering companies in their technology and life...  |  Read More

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