This paper addresses both theoretical and practical considerations impacting the conduct of intellectual property (IP) and information technology (IT) due diligence in the context of merger/acquisition transactions. Both the author's own experiences in practice, and major authorities are used to develop not only quot;nuts and boltsquot; guidance to practitioners and executives dealing with pending or proposed matters, but also a normative analysis intended to assist judges and commentators with the shaping of standards used in adjudication and possibly, legislation. The discussion of authorities emphasizes recent developments such as the U.S. Supreme Court's decisions in Grokster and KSR and the pending Viacom v. YouTube suit under the DMCA, and touches upon the Bilski case which was decided by the U.S. Federal Circuit as the paper went to press. The discussion also focuses upon evaluation of recently-introduced business practices such as interactive websites inviting public comments, business method patents and commercial use of digital entertainment technology.

An up-to-date and in-depth examination of intellectual property issues in mergers and acquisitions In mergers and acquisitions, intellectual property assets can be especially difficult to accurately value, most notably in rapidly evolving high-tech industries. Understanding the factors that create value in intellectual property assets, and the part such assets play in both domestic and international mergers, is vitally important to anyone involved in the merger and acquisition process. This book provides an overview of the intellectual property landscape in mergers and acquisitions and thoroughly covers important topics from financial and accounting concerns to due diligence and transfer issues. Bringing together some of the leading economists, valuation experts, lawyers, and accountants in the area of intellectual property, this helpful guide acts as an advisor to business professionals and their counsel who need answers for intellectual property questions. The valuation methods presented here are simple and don't require a background in finance. Whether you're a manager or executive, an accountant or an appraiser, Intellectual Property Assets in Mergers and Acquisitions offers all the expert help you need to better understand the issues and the risks in intellectual property assets in mergers and acquisitions.

"Keeping up to date with changing IP laws adds to the complexities for effective due diligence. This...guide assists the intellectual property attorney in conducting a thorough review of all aspects of intellectual property and technology, accurately assessing and analyzing the risks and benefits associated with those intangible assets, and determining how they impact transactions and the business at large."--

For mergers and acquisitions in the software industry this book lays the foundation for successful due diligence. Based on methodological foundations, a business model driven approach for due diligence is presented. The key difference between this book and other due diligence books: this book focuses on a business model driven approach, M&A processes, M&A organization and software industry specifics. The book focuses on four goals. First, it focuses on creating a holistic view of acquisition targets using business models. Second, the book defines differences of the software industry to other industries. Third, the book tries to lay the foundation for standardization of due diligence activities. It also analyses the right setup for acquirers to successfully carry out acquisitions. Fourth, it elaborates on typical business models, business ecosystems and partnerships in the software industry. Many examples from real life due diligence activities and many hints make this book a valuable resource for business professionals in mergers and acquisitions in all industries.

How can you be sure you are buying the company you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Have you worked out precisely what you are going to do with it once it is yours? How do you set the priorities for change to recoup the premium you have paid for it? The answer to all these questions, and many more, lies with effective due diligence. Due diligence is one of the most important but least well understood aspects of the acquisition process. It is not, as many believe, a chore to be left to the accountants and lawyers. To get the best from it, due diligence has to be properly planned and professionally managed. This book is a comprehensive manual on getting due diligence right. It is a uniquely comprehensive guide, covering all aspects of the process from financial, legal and commercial due diligence right through to environmental and intellectual property due diligence. There are also useful chapters on working with advisers and managing due diligence projects. It also includes a number of checklists to help ensure that the right questions are asked.

The comprehensive, practical guide to buying, selling, and merging technology companies The Technology M&A Guidebook provides executives and entrepreneurs interested in acquiring or selling a technology company with everything they need to know about the entire M&A process, from identifying target companies or buyers to financial analysis, due diligence, tax issues, valuation, and legal considerations. This book explores specific issues that are unique to technology M&A: assessing the impact of technology sector high-change rates; market-driven product development; company culture issues; engineers as managers and managers as engineers; consumer and technical product differences; technology marketing issues; intellectual property considerations; Internet interaction; and more. It also provides detailed analyses of factors involved in acquiring companies from different sectors, including: * Semiconductor equipment and chip manufacturers * PC/workstation and related hardware companies * Software businesses * Data networking and telecommunications firms * Internet-related companies Don't enter the M&A process unprepared. Let The Technology M&A Guidebook help you beat the odds and make your sale or acquisition a complete success.

This report is intended to draw attention to some of the intellectual property risks and opportunities that may arise before, during and after a merger and acquisition (M&A) transaction. The articles contained here reflect the scope of the topic, from regional and/or jurisdictional difference to the various drivers of a business, such as tax and information technology matters. By its character, intellectual property transcends borders and jurisdictional boundaries, and accordingly this report includes areticles covering M&A IP matters in Australia, Europe, Hong Kong, the United Kingdom and United States.