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Insight Fall2000 V10N3 Trifold Vol. 10, No. 3 Fall 2000 This newsletter is provided with our compliments. Its purpose is to inform our readers of developments within the firm and in the legal field of intellectual property law. We invite your comments, questions, and opinions. Intellectual Property Due Diligence in a Business Transaction by Christopher Lewis and Kevin Goldstein an acquisition from an acquiring show the board members and the company's point of view, a number public his trade secrets used to of the considerations discussed make the watch. Sir John Harrison below are equally important in complied and ultimately was award- other types of business transactions ed the prize. and may also be used by a target In today's world, business trans- company in marketing itself. actions occur much more rapidly An example of IP due diligence than the nearly forty years which it can be found in the story of one of took Sir John Harrison to satisfy the the greatest technological advances Board of Longitude. Given today's Intellectual property (IP) due of the 18th century. That advance accelerated time frame for business diligence can be defined as the resulted from Sir John Harrison's transactions, it is even more impor- process undertaken by an acquiring efforts to develop a timepiece accu- tant to initiate the IP due diligence company to evaluate a target com- rate enough to aid in correctly exercise early in the negotiations pany's IP assets. In a transaction determining a ship's longitude. He and thereby gain certain advantages. involving the sale of a business, IP was motivated by the Longitude Act First, an early assessment might due diligence involves a review of a of 1714, in which the British Parlia- allow more time for an acquiring target company's patents, trade- ment pronounced that a "king's ran- company to identify any shortcom- marks, copyrights and trade secrets som," £ 20,000 at the time, would ings in a target company's IP portfo- pertaining to that business. As be granted to anyone who solved lio. Uncovering certain facts might shown in the illustration, the ulti- the problem of determining longi- improve the bargaining position of mate end result of business transac- tude to within one-half of a degree. the acquiring company. In addition, tions is an acquiring company's pur- The Longitude Act specified only an early start to the process is more chase of a target company's IP. that a "practicable and useful likely to permit the acquiring com- Although the focus of this article is means" of determining longitude be pany to focus on the key areas in created for the Board of Longitude the target company's IP assets. IN THIS ISSUE: to grant the reward, but did not Thus, a greater percentage of the expressly require that the "means" available resources can be devoted Intellectual Property Due be reproducible. Towards the end to those areas of consideration most Diligence in a Business of Sir John Harrison's efforts, how- important to the acquiring company. Transaction ...............................1 ever, the Board of Longitude took In conducting an IP due dili- great pains to ensure that the new gence study, a checklist can be a Speaker’s Forum........................5 timepiece could be reproduced, ask- helpful starting point. Table I is a Announcing...............................5 ing him for a written description of checklist of selected action items how to make the watch and hiring according to one approach that an Publications ...............................5 another watchmaker to replicate it. acquiring company might undergo The board recognized the value of in its IP due diligence study. A Win Your Domain Name Dispute being able to make the watch and, more expansive checklist can be Without Suing ..........................6 in effect, asked Sir John Harrison to (continued on page 2) Intellectual Property and common law), copyrights, cal personnel of the acquiring com- Due Diligence in a Business copyright registrations and trade pany should review all products secrets. The status and geographi- and identify any trade secrets which Transaction cal scope of each of these IP assets would be needed to continue the (continued from page 1) should also be included. Along business, such as processes for obtained by contacting Ratner & these lines, the acquiring company making certain products or interme- Prestia. As with any form or check- should ask itself when certain diates to certain products. list, the checklist of Table I must be patents might expire and whether The next action item listed on used with appropriate considera- the target company has protected Table I refers to ensuring that the tions. In some cases, given certain certain IP assets in the most impor- target company holds clear title to budgetary constraints for both tant markets. the IP assets. With the completion money and time, this checklist may The acquiring company should of this step, any outstanding liens or be too extensive. In other cases, it then confirm the completeness of security interests in the IP assets might not include entire topics criti- the initial listing provided by the tar- should be uncovered. A check of cal to a certain business transaction. get company to better define the only the records of the Library of Nonetheless, a checklist is a helpful boundaries of the pool of informa- Congress should uncover any such starting point, and it is worthwhile tion. For example, an acquiring liens or security interests against to elaborate on the action items list- company should conduct a search registered copyrights. With respect ed in Table I. by assignee of the patent and trade- to patents and federally registered A logical due diligence first step mark offices of the relevant coun- trademarks, however, it is worth- is for the acquiring company to have tries. A related entities search, a while to review the results of the the target company list all of its IP search by inventor and a subject Assignment Branch search of the assets to be sold so that the acquir- matter search might uncover addi- U.S. Patent and Trademark Office ing company can identify the pool tional IP assets which should have and a search of the relevant UCC of IP assets. This list might take the been included in the initial listing offices to identify the filing of any form of appendices identifying all of or, if owned by third parties, which security interests. This is true the patents, patent applications, might adversely impact the ability to despite a recent case by a Bankrupt- invention disclosures, trademarks commercialize certain products. cy Appellate Panel of the Ninth Cir- and service marks (both registered With respect to trade secrets, techni- cuit which concluded that filing in the relevant UCC state office was sufficient to perfect rights in a secu- rity interest of a patent. United States Patent and Trademark Office The next two action items on Table I, identifying licenses, permit the acquiring company to identify any expansions or contractions to the pool of information. For a license of a third party’s property, PATENTS the acquiring company should Library of Congress United States Patent and Trademark Office review the terms and ensure that they are consistent with the envi- TARGET sioned use of the licensed assets. It COMPANY'S is important to ensure that any IP ASSETS trademark license includes the required quality control provisions TRADEMARKS COPYRIGHTS and that these provisions are fol- lowed. In addition, in the event of a trade secret license, the acquiring company should confirm that the license agreement obligates all par- TRADE SECRETS ties involved to take reasonable measures to keep the information secret. The transfer of money from an acquiring company to a target company in Having undertaken a review of exchange for the intellectual property (IP) of the target is the impetus for due the first five action items shown in diligence activity. The most prevalent forms of IP are patents, trademarks and Table I and now having a better service marks, copyrights and trade secrets. IP due diligence by an acquiring sense of the target company's IP company allows evaluation of a target company's IP assets which are often asset pool, the next due diligence critical to the decision of whether to purchase the target company. task is to focus the review to obtain 2 potential assertion of the target's IP Table I Table II against infringing third parties. For Selected Action Items in an IP Four Important Dues and example, a patent infringement law- Due Diligence Study Don'ts suit or potential claim against a tar- get company's competitor may 1. Identification of IP Assets • Early intervention of due dili- gence analysis may add value result in an injunction against the 2. Confirmation of IP Asset to your business transaction competitor or an advantageous Identification and may augment the acquir- license arrangement. On the other hand, given the uncertainties of liti- 3. Confirmation of Clear Title ing company's negotiation position gation, the target company's patent 4. Licenses to Target Company may be found invalid or unenforce- • Always give due consideration able. If that occurs, and the assert- 5. Licenses from Target to the critical aspects of the ed patent was a key property right Company acquisition (why is this "deal" in the acquisition, then the value of 6. Focus on Key IP Assets good for the company?) the target company would be signif- • Always be cognizant of, and icantly diminished. 7. Identification of Other Third give due consideration to, the In the trade secret area, it may Party Rights practicalities of budget, includ- be critical to review how the target 8.
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