Intellectual Property Considerations In M&A

The acquisition of a business, whether via the purchase of either its shares or its assets, often involves the transfer of intellectual property. Generally, in the former scenario, the transfer of IP is by operation of law, whereas in the latter case, the specific intellectual property rights subject to the transfer are specifically detailed, usually in a schedule to the purchase agreement governing the deal. In either case, the careful attention must be paid to the IP during the diligence phase in order to effectively capitalize on the full value of the IP's intangible rights.

Below is a non-exhaustive list of issues that ought to be considered in the context of the purchase or sale of IP: