Merger and Acquisition Strategies
It is vital for modern technology companies to develop strong merger and acquisition strategies. We have helped dozens of small and large companies complete their IP and technology acquisitions from initial idea through final signatures at the close of their deal. Our expert due diligence has resulted in the ability of our clients to accurately assess value and make strong business cases based on high technology during the m & a process.
Mergers and acquisitions usually involve many aspects of intellectual property. If a transaction involves a private company, many times there will not be reliable IP-related information. This sets an even higher priority on the depth of the technology assessment. Whether a private or public company, the acquirer must complete extensive due diligence on the seller’s intellectual property.
As one of the fastest-growing merger and acquisition firms, we pride ourselves on our advanced m&a technology assessments. We understand that these assessments are very important as they drive decisions like merging and acquiring companies for intellectual property purposes. Let us help you with your merger and acquisition technology needs. The services we provide in this area include:
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.
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.