Intellectual Property in M&A Transactions Toolkit

Resources to assist counsel in identifying and addressing intellectual property (IP) issues in asset purchase, stock purchase, and other M&A transactions involving transfers of copyright, patent, trademark, or other IP rights, including technology and technology licenses.

Practical Law Intellectual Property & Technology

Most, if not all, corporate merger or acquisition (M&A) transactions raise intellectual property ( (IP), information technology (IT), or privacy considerations. In some cases, the target company's IP portfolio is the company's most valuable asset. Even where IP does not play a central role, the target likely has software and other technology agreements or maintains information about customers or other persons. Identifying a target's IP assets, determining their value, and addressing their transferability has become crucial to evaluating and managing the risks associated with many corporate transactions. Counsel must carefully evaluate the IP aspects of:

  • Transaction structure.

  • Due diligence.

  • Representations and warranties.

  • Covenants and ancillary agreements.

  • Financing.

This Toolkit contains continuously maintained practice notes, standard documents, standard clauses, checklists, and articles that help counsel identify and address key IP aspects of corporate M&A transactions.


Transaction Structure


Due Diligence


Representations and Warranties


Covenants and Ancillary Agreements



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