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, warranties and indemnities. In such cases, the perceived value of the transaction, the operation of the target or the business going forward and/or various post-closing rights of both the buyer and seller can be adversely affected.
Join Aaron Tantleff, Chris Rasmussen and Steven Cade of Foley & Lardner LLP, as they discuss:
ÂÂÂÂÂÂÂ how to review the deal terms and structure in order to properly identify key intellectual property assets;
ÂÂÂÂÂÂÂ how to review the seller's intellectual property, including any licenses and contracts;
ÂÂÂÂÂÂÂ how to assess and analyze potential pending or threatened infringement claims;
ÂÂÂÂÂÂÂ limitations on buyer's rights to fully exploit the intellectual property; and
ÂÂÂÂÂÂÂ other considerations when drafting a due diligence memorandum, purchase agreement or related transaction documents.
Presenter(s):
Aaron K. Tantleff, Esq. is senior counsel with Foley & Lardner LLP and a member of its Information Technology & Outsourcing Practice, its Privacy, Security and Information Management Practice and the Energy, Health Care and Life Sciences Industry Teams. His practice includes information technology, outsourcing, licensing, transactional intellectual property, e-commerce, development, manufacturing, supply, and distribution agreements, as well as product acquisitions, strategic alliances, mergers and acquisitions, and private equity investments where technology and intellectual property are of significant importance and value. Mr. Tantleff, who frequently speaks and writes on such topics (for more, see http://www.foley.com/aaron-k-tantleff/), is also an adjunct professor of law at Loyola University Chicago School of Law, and has been selected for inclusion in the 2013 Illinois Super Lawyers Rising Stars list, an honor given to the top 2.5% of Illinois lawyers under the age of 40.
Christopher J. Rasmussen, Esq. is senior counsel with Foley & Lardner LLP and a member of its Business Law Department and Sports Industry Team. Mr. Rasmussen represents clients in corporate and transactional matters throughout all stages of the corporate life cycle, with a practice focused on mergers and acquisitions, securities, finance, corporate governance (including tax-exempt not-for-profit organizations), and general commercial transactions. He is also experienced in real estate and public finance transactions. He represents clients across a range of industries, including sports and entertainment, financial services, insurance, and manufacturing.
Steven R. Cade, Esq. is an associate with Foley & Lardner LLP and a member of its Transactional & Securities and Private Equity & Venture Capital Practices. Mr. Cade represents clients in a broad range of business and transactional matters. He represents buyers and sellers in public and private mergers, acquisitions and strategic alliances in a variety of industries. Mr. Cade also represents issuers and investment banks in securities offerings, including initial public offerings, private placements and non-public offerings under Rule 144A. He also has experience representing high technology start-ups and works with resident companies in Catapult Chicago, a peer-sourced technology incubator sponsored by Foley.
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