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1.
Key laws and regulations
What are the key laws and regulations implicated in technology M&A transactions that may not be relevant to other types of M&A transactions? Are there particular government approvals required, and how are those addressed in the definitive documentation?To read more
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2.
Government rights
Are there government march-in or step-in rights with respect to certain categories of technologies?To read more
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3.
Legal title
How is legal title to each type of technology and intellectual property asset conveyed in your jurisdiction? What types of formalities are required to effect transfer?To read more
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4.
Typical areas
What are the typical areas of due diligence undertaken in your jurisdiction with respect to technology and intellectual property assets in technology M&A transactions? How is due diligence different for mergers or share acquisitions as compared to carveouts or asset purchases?To read more
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5.
Customary searches
What types of public searches are customarily performed when conducting technology M&A due diligence? What other types of publicly available information can be collected or reviewed in the conduct of technology M&A due diligence?To read more
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6.
Registrable intellectual property
What types of intellectual property are registrable, what types of intellectual property are not, and what due diligence is typically undertaken with respect to each?To read more
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7.
Liens
Can liens or security interests be granted on intellectual property or technology assets, and if so, how do acquirers conduct due diligence on them?To read more
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8.
Employees and contractors
What due diligence is typically undertaken with respect to employee-created and contractor-created intellectual property and technology?To read more
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9.
Transferring licensed intellectual property
Are there any requirements to enable the transfer or assignment of licensed intellectual property and technology? Are exclusive and non-exclusive licences treated differently?To read more
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10.
Software due diligence
What types of software due diligence is typically undertaken in your jurisdiction? Do targets customarily provide code scans for third-party or open source code?To read more
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11.
Special or emerging technologies
What are the additional areas of due diligence undertaken or unique legal considerations in your jurisdiction with respect to special or emerging technologies?To read more
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12.
Representations and warranties
In technology M&A transactions, is it customary to include representations and warranties for intellectual property, technology, cybersecurity or data privacy?To read more
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13.
Customary ancillary agreements
What types of ancillary agreements are customary in a carveout or asset sale?To read more
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14.
Conditions and covenants
What kinds of intellectual property or tech-related pre- or post-closing conditions or covenants do acquirers typically require?To read more
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15.
Survival period
Are intellectual property representations and warranties typically subject to longer survival periods than other representations and warranties?To read more
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16.
Liabilities for breach
Are liabilities for breach of intellectual property representations and warranties typically subject to a cap that is higher than the liability cap for breach of other representations and warranties?To read more
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17.
Limitations on liabilities for breach
Are liabilities for breach of intellectual property representations subject to, or carved out from, de minimis thresholds, baskets, or deductibles or other limitations on recovery?To read more
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18.
Indemnities
Does the definitive agreement customarily include specific indemnities related to intellectual property, data security or privacy matters?To read more
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19.
Walk rights
As a closing condition, are intellectual property representations and warranties required to be true in all respects, in all material respects, or except as would not cause a material adverse effect?To read more
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Updates and trends
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