More than 80% of corporate value is derived from intangible assets, including intellectual property. When conducting diligence for M&A, IP counsel should be called upon to consider whether the company to be acquired has in place all measures to truly deliver value through IP.
- Does the company have indemnities that properly allocate risks?
- Are the registered IP assets properly held and in good standing?
- What IP threats does the company face?
- Does the company face open source risks?
- Does the company have adequate agreements and policies in place to protect its trade secrets?
Even in deals where there is no specific valuation given for IP, it is important to know that the company to be purchased does not face IP threats that could impact key products and associated revenue. Finally, in the diligence process, it is important to work with attorneys that not only identify issues, but that also give practical advice on whether any identified issues are truly show stoppers.
How We Can Help
Blank Rome's attorneys have performed the IP diligence component in hundreds of deals, including:
- Mergers and acquisitions
- Asset transfers
- Joint ventures
- Private equity deals
- Strategic alliances
- Development of a new product or branding strategy
Our primary goal in this work is to use due diligence processes so our clients can realize the full intended value of their investments. Our clients routinely rely on our experience and knowledge to help them verify the material facts relevant to their strategic investments, assess and minimize risk, and ultimately to help them make informed investment decisions.
We work closely with Blank Rome’s M&A attorneys—or other outside counsel and advisers—to ensure that the buyer is getting what they bargained for, or the seller has an adequate opportunity to address issues.