Intellectual Property Due Diligence in M&A: Verifying Ownership and Transferability of Assets, Mitigating Risks

This CLE webinar will guide M&A counsel on conducting effective intellectual property (IP) due diligence in merger and acquisition transactions. The panel will outline best practices for conducting a thorough IP investigation and provide strategies for using due diligence findings when negotiating deal terms.

IP has become an increasingly important asset in M&A deals and verification of IP rights is often critical to the deal. To ensure a successful transaction, the buyer must conduct thorough IP due diligence to identify the IP involved and evaluate any risks before closing.

The key considerations when conducting IP due diligence on a target include (1) transferability of licenses, IP assets, and other IP rights to the buyer; (2) how IP licenses may limit the buyer's business goals; (3) IP ownership verification; (4) identifying blocking rights; and (5) removing liens and other encumbrances on IP assets.

Indemnification, representation, and warranty provisions in agreements play a significant role in allocating risks relating to IP that is pivotal to the deal. Also, issues that are uncovered during due diligence can be remedied by taking various actions pre or post-closing, including executing and recording assignments, amending licenses, filing claim amendments, and pursuing continuations and other actions if necessary.

Listen as our authoritative panel explains critical considerations for conducting effective IP due diligence in M&A deals and provides strategies for negotiating the deal and mitigating issues found during the due diligence process.