Mergers & AcquisitionsSupport Services
Expert Analysis, Valuation and Due Diligence Supporting Technology Transactions, Mergers and Acquisitions
M&A Support Services
Technology transfer is one of the quickest growing M&A advisory services we offer to the research and development system. Individual companies, governments, and educational institutions are frequently exchanging ideas generated during R&D. One reason that transfers are necessary is that the companies that require the most cutting-edge technology may not be the ones who create it.
High quality patent acquisition services require expertise that is rarely obtainable from one firm. Our experts have the ability to quickly identify the most valuable assets available and can determine how well they would fit into your portfolio.
GHB Intellect performs the best due diligence for intellectual property assets, while maintaining a cost-effective budget for your company.
IP professionals understand that portfolios of patents are commonplace and they require detailed examination of competitors, acquisition targets, and internal assets.
The primary purposes of most portfolio analyses include: gap and white space identification, potential infringements, and portfolio optimization and diversity.
Expert patent valuation services should determine the appropriate value of intellectual property assets and is a critical aspect of any IP transaction by reducing risk and increasing profitability.
Our patent valuation services include evaluating the patent technology, identifying markets and competitors, and assessing legal aspects. From here, we define the valuation model that will result in the most appropriate guidance.
Intellectual property documentation is the first step in a transaction that involves a transfer of a selling business’s material IP. The development of the IP is done next and the acquirer then needs to determine that the value of the IP covers all current and anticipated business needs. If it doesn’t own all patents out-right, the value needs to be agreed upon based on the licenses and other use restrictions.
When it comes to software, acquisition stakeholders need to create or review highly detailed documentation in order to determine whether open sourcing was used and how it affects the validity of the patent. In many scenarios the open source code may require that the modifier make their source code public as well – rendering it unpatentable.
If representations of IP are determined to be untrue, before or after the close of an m&a transaction, even more concern can arise. The acquirer would be allowed to stop the acquisition and even be awarded indemnification after it has taken place. Claims of IP must be thoroughly reviewed early in the acquisition to avoid these types of concerns. Furthermore, any patent infringement by the selling company or by an outside party that infringes on the selling company must be disclosed as well.
Any IP-related disputes must be thoroughly reviewed. This includes previous litigation and discovery of any exposure that the seller has to current IP claims. Websites and social media presence must also be verified for ownership, terms of use and privacy policy adherence, and compliance with the Digital Copyright Millennium Act. Data protection of user information as well as company internal information must also be reviewed.
One of the most important pieces during an m&a deal is the negotiation of the indemnification of the acquirer from any current or future claims related to the seller’s IP. This, in turn, creates the need for disclaimers about future post-closing lawsuits. These disclaimers usually include statements that remove the seller from responsibility of and future claims in order to remove the possibility of a fraud accusation.
Many of the aforementioned topics for review have legal undertones. However, when it comes to the understanding of the technologies included in the merger or acquisition, it is usually scientific experts that must weigh in. An expert understanding in specific technologies and in the broader intellectual property landscape as it relates to the technology is an absolute requirement. Our intellectual property subject matter experts provide that needed expertise during early planning and through the litigation process.
IP/patent landscaping involves the process of researching all relevant patents of the companies and competitors of interest. These are categorized based on a customized multi-dimensional matrix of attributes and creating a set of visual representations of IP holdings in the industry. This mapping can be done for a client’s own patent portfolio analysis as well.
As a result of this effort, the areas of strength and the gaps in the landscape can be identified and analyzed for appropriate merger and acquisition strategies. Armed with this crucial knowledge, IP acquisition funds can then be allocated most judiciously. We encourage you to reach out for a free consultation if you have further questions about the m&a market or to craft an m&a strategy.