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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, January 15, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

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

$347.00
CLE
ALL

This CLE course will examine the contractual and due diligence challenges in acquiring software, AI, and other technology and intellectual property assets and technology-focused companies. The panel discussion will include reps and warranties, indemnity, post-closing transition, and other provisions which should be included in M&A documents to address these types of deals.

Faculty

John P. Brockland
Partner
Hogan Lovells US LLP

Mr. Brockland focuses on strategic and commercial transactions involving the development, transfer, and licensing of technology and IP assets, as well as the provision of technology-related services.

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Steven H. Goldberg
Partner
BakerHostetler

Mr. Goldberg is co-leader of the firm's national Mergers and Acquisitions team and is the Business Group Coordinator for the New York office. He is widely recognized as one of the leading M&A lawyers in the country. Mr. Goldberg practices primarily in transactions, private equity, joint ventures and strategic investments. For more than 25 years, he has represented both publicly traded and privately held companies in transactional and securities matters in a number of industries.

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Description

Much of the value of a target company often resides in the technology and IP rights assets owned by the company. M&A counsel must have a thorough understanding of the laws and common industry practices regarding the development, acquisition, and licensing of those assets.

Due diligence will include confirming the status, chain-of-title, expiration date, and record ownership of registered IP assets (such as patents, registered trademarks, and registered copyrights). Due diligence will also include a review of key technology and IP-related agreements, including invention assignment agreements, inbound and outbound license agreements, and key customer and supplier agreements. AI systems may be capable of producing complex and innovative products and services--it may become necessary to consider how inventorship and authorship will be determined. Automated scans of source code for open source and security issues are common.

Buyers may require extensive IP representations and warranties relating to the technology being transferred and may impose pre-closing conditions to address problems discovered during due diligence. The parties may also include specific indemnities for matters that were disclosed in due diligence. Depending on the structure of a given deal, additional agreements relating to the transfer of IP, granting of IP licenses, and transition services agreements may be required for the transaction.

Listen as our authoritative panel discusses these and other issues that M&A counsel must consider when undertaking a transaction involving the acquisition of technology assets or a technology-focused company.

Outline

  1. Key types of technology and intellectual property assets and framework for analysis
  2. Due diligence of software, AI, and other technology and IP assets
  3. Representations and warranties particular to technology and IP assets
  4. Indemnity provisions particular to technology and IP-heavy acquisitions
  5. Ancillary agreements and post-closing transition common to technology and IP-heavy acquisitions

Benefits

The panel will review these and other critical issues:

  • What steps should be taken to perfect transfers of registered IP rights in an acquisition of technology assets?
  • What kinds of due diligence must be conducted when acquiring technology and IP assets or companies in technology businesses?
  • What are the common reps and warranties in acquisitions of technology and IP assets or technology-focused companies?
  • How should post-closing transfer and licensing of technology and IP assets be addressed in M&A documents?