Intellectual Property Considerations in M&A Transactions

­­M&A transactions often live or die on the basis of well thought out and executed legal due diligence. Indeed, due diligence often shapes core deal terms, transaction structure, and whether the deal itself even moves forward. For traditional businesses with physical assets, due diligence may come with reasonably obvious do's and don'ts. However, in M&A deals where intellectual property ("IP") is the key or sole asset, due diligence becomes even more critical yet far less obvious in terms of best practices.

In such deals, often unique and powerful transaction structure and drafting considerations come into play that are unfortunately overlooked as practitioners often make unwarranted assumptions regarding IP ownership and/or curing defects. Moreover, there are often misconceptions about the applicability of ordinary representations, warranties, and other M&A provisions to IP as a "one-size-fits-all" solution to the often unique array of defects and other "wrinkles" attached to the IP. In these cases, valuing and structuring the transaction can be adversely affected, the post transaction operations of the target business can be compromised, and the rights of both purchaser and seller can be significantly undermined.

This course, presented by Kaiser Wahab, partner in the law firm of Riveles Wahab LLP, which is dedicated to M&A transactions in the private equity space for IP driven early-stage/mature companies, is designed to arm the practitioner with the vocabulary, skill set, and overall understanding of best practices in IP driven M&A transactions.

Learning Objectives: 

1. Learn how to best approach M&A transaction structures and process, where there is significant IP at play

2. Examine how to best approach the M&A due diligence process, where there is significant IP at play

3. Understand unique M&A representations, warranties and indemnities, where there is significant IP at play

4. Identify unique M&A covenants, where there is significant IP at play

5. Comprehend the deployment and function of various ancillary agreements, where there is significant IP at play

6. Explore the unique issues driving finance transactions, including secured lending transactions in M&A transactions, where there is significant IP at play