Due Diligence – IP, IT and Contracts

This service is particularly attractive to small to medium sized law practices or in-house corporate M&A teams that do not have the resources or expertise on their staff to conduct such due diligence and advise on the results in a manner that suits the project and the client’s instructions.

Whether you are buying or selling a business, conducting your legal due diligence is essential. It is not unusual to find that important assets have been inadvertently left behind with the seller or simply missed off the list of assets. This is especially the case with intellectual property. Patents, designs, trade marks and copyrights may be held in companies other than the company being sold or just not effectively referenced or transferred under the Sale Agreement.

It is also not uncommon to find that the target business has been using IP rights that it does not own, thus exposing the purchaser of the business to a potential IP infringement claim.

Important agreements also need to be reviewed to ensure that they are still in force and confer the rights that the seller says they do. In the context of an asset sale it is also vital to ensure that such important contracts can be legally transferred, and if not what can be done to resolve this issue. Also, the contracts that underpin the business may be unduly prejudicial to the target business, such that some level of liability should remain with the seller.

Our due diligence services can report on all such issues. We can report on a “full” or “by exception only” basis and will tailor the level of due diligence to reflect the value of the sale.

This service is particularly attractive to small to medium sized law practices or in-house corporate M&A teams that do not have the resources or expertise on their staff to conduct such IP  and IT  due diligence and advise on the results in a manner that suits the project and the client’s instructions.