Overview

Mergers and acquisitions are a key consideration for the exit strategies of technology companies as well as the growth plans for expanding companies. Our Intellectual Property and Technology (IP&T) team works closely with our transactional attorneys to provide effective due diligence investigations and negotiations of critical intellectual property representations and warranties in M&A and financing deals. We combine technical acumen and a deep understanding of our clients' businesses to help clients value IP assets and appropriately understand and allocate transactional risk.  

Our team takes a coordinated approach to due diligence to assess and value complex IP portfolios, including patents, trademarks, copyrights and trade secrets. We work closely with valuation consultants and company personnel to provide a complete roadmap for asset value and risk allocation. We assist clients in shoring up their IP portfolio prior to an anticipated sale or round of financing. 

M&A Negotiation

Our IP&T team plays an important role in complex M&A transactions. We assist in defining the scope of intellectual property covered and drafting and negotiating representations and warranties covering IP assets. We provide guidance on deal structure to effectively commercialize IP assets and allocate risk. We also draft and negotiate ancillary documents such as assignments, licenses and transition services agreements. 

Traditional Intellectual Property Due Diligence

We have long assisted buyers and sellers in preparing for and conducting due diligence investigations involving patents, copyrights, trade secrets, trademarks, domain names and other forms of proprietary assets. Our team can efficiently review and analyze USPTO records, conduct searches and provide freedom to operate and enforceability opinions. We evaluate the chain of title for IP assets and help correct any gaps or other problems.

Cybersecurity, Data Privacy & Software Due Diligence

Many M&A transactions derive a significant amount of value from software and data assets.  Even companies outside of the software field rely on software technology and data assets to drive the bottom line. Our due diligence services go beyond traditional IP assets to focus on portfolios of software code, business methods, business data and personal data. 

 We review policies and agreements with employees and contractors to ensure a clean chain of title and detect potential security, ownership and infringement risks in the development process.  We work internally and with third party vendors to analyze code repositories for open source compliance risk and copyleft implications. Attorneys help identify cybersecurity risks and appropriately allocate these risks in transaction documents. Our team also analyzes the collection and use of personal information to help acquiring companies ensure that data assets will continue to have value post transaction.


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