IP Due Diligence in M&A Transactions for IP and Transactional Counsel
Program Number: 2330
Presenter: Steven R. Cade, Esq., Christopher J. Rasmussen, Esq., Aaron Tantleff, Esq.
In M&A transactions, the results of a legal due diligence investigation can significantly impact the terms of the transaction and in some cases, whether the deal even moves forward. Proper intellectual property due diligence investigation may lead to the restructuring of a deal, change in the purchase price, reaching out to third parties or walking away from the deal. However, in many deals, the intellectual property assets are the only material assets or represent the key assets driving the deal, and unfortunately, all too often the documentation supporting a target's intellectual property assets (or lack thereof) are overlooked or not reviewed, because of the erroneous assumption that a target company outright owns all key intellectual property, and that such intellectual property will transfer automatically upon the close of the deal, or that any defects that may exist with respect to the intellectual property can be cured with standard representations,