IPcopy and Keltie LLP were treated to an excellent presentation by Rob Carter of K2 IP on the subject of due diligence from an in-house perspective (Rob worked in Shell’s intellectual property legal team for over 25 years, the last 10 years as Associate General Counsel and as part of the Global IP leadership team).

A typical M&A transaction passes through a number of stages and IP plays a key role in many of these stages:

• Identification (to work out what IP is key?, how to extract value from the IP? etc.);
• Assessment (what information will need to go into the data room?, what IP assets does the target company have? what IP agreements will be needed?)
• Select (How do the IP due diligence results affect the proposed transaction?)
• Define (what IP-related agreements will be required – a brand licence, process licence, patent/trade mark assignments, etc?. What IP rights will a retained business need?)
• Execute (Negotiation and drafting of the IP-related agreements)
• Operate (the fun task of recording licences and assignments and transferring files)
• Asset Review (how did it go? How can we do better next time?)

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