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  • 1.

    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?

  • 2.

    Are there government march-in or step-in rights with respect to certain categories of technologies?

  • 3.

    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?

  • 4.

    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?

  • 5.

    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?

  • 6.

    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?

  • 7.

    Can liens or security interests be granted on intellectual property or technology assets, and if so, how do acquirers conduct due diligence on them?

  • 8.

    What due diligence is typically undertaken with respect to employee-created and contractor-created intellectual property and technology?

  • 9.

    Are there any requirements to enable the transfer or assignment of licensed intellectual property and technology? Are exclusive and non-exclusive licences treated differently?

  • 10.

    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?

  • 11.

    What are the additional areas of due diligence undertaken or unique legal considerations in your jurisdiction with respect to special or emerging technologies?

  • 12.

    In technology M&A transactions, is it customary to include representations and warranties for intellectual property, technology, cybersecurity or data privacy?

  • 13.

    What types of ancillary agreements are customary in a carveout or asset sale?

  • 14.

    What kinds of intellectual property or tech-related pre- or post-closing conditions or covenants do acquirers typically require?

  • 15.

    Are intellectual property representations and warranties typically subject to longer survival periods than other representations and warranties?

  • 16.

    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?

  • 17.

    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?

  • 18.

    Does the definitive agreement customarily include specific indemnities related to intellectual property, data security or privacy matters?

  • 19.

    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?

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Pellerano & Herrera, the leading law firm in the Dominican Republic for over 25 years, boasts a multidisciplinary team of professionals that is the most comprehensive in the country, providing personalised legal advice with the highest standards of quality to its clients.

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Santo Domingo
10 John F Kennedy Avenue
Santo Domingo
Dominican Republic
T: +1 809 541 5200
F: +1 809 567 0773


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