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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Trademark and Copyright

Date & Time
  • event Date

    Thursday, August 30, 2018

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

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MSRP
$347.00
$297.00
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Discount expires 8/29/25

This course is $0 with these passes:

CLE
ALL

This CLE course will guide counsel in conducting open source due diligence in merger and acquisition transactions. The panelist will outline best practices for determining how open source software is identified, tracked and approved for use, and leveraging the diligence results in negotiating pricing and other deal terms.

Description

Software is a critical issue in most mergers and acquisitions across industries. As a result, businesses must ensure effective open source due diligence is carried out in M&A transactions.

Today, most targets use third-party open source software, and many contribute to open source projects as well. However, many target companies do not properly track use of open source code, and the M&A transaction is often the first opportunity to perform a thorough audit of a target’s open source bill of materials.

Acquiring companies should carefully evaluate the target company’s open source position and determine how it identifies and tracks open source software. Acquiring companies should also understand what software of its own a target company has made freely available to properly value the target’s company or assets.

Listen as Heather Meeker, Partner at O’Melveny & Myers LLP, discusses the steps involved in the diligence process; challenges and concerns of the acquirers and investors; and risk allocation, including reps and warranties, disclosures, and closing conditions and covenants.

Outline

  1. Due diligence of software code
    1. Target’s open source processes
    2. Open source bill of materials and audits
    3. Target’s contribution to third-party open source software projects, as well as target’s own code releases
  2. Interaction of open source reps and warranties with general IP reps and warranties
  3. Open source disclosures and audits
  4. Typical problems arising during due diligence and how to resolve them
  5. Leveraging due diligence results in deal negotiations

Benefits

The panelist will review these and other noteworthy issues:

  • What are the best approaches for counsel to identify and track the target’s use of open source during due diligence?
  • If the target is not in compliance with the terms of an open source license, what steps should the acquiring company take to mitigate the risk?
  • How can counsel leverage information from the due diligence process in deal negotiations?