Scope of the Area of Expertise concerning Sales (S), Acquisition (A) and Joint Venture Company Cormation (JV), Depending on the Stage of the Project.
Business Model Discussion:
legal consultation regarding IP aspects of possible business models
Due Diligence:
S, JV: Identification (in co-operation with the client team), and due diligence (DD)- ready documentation, of client's intellectual property and IP contracts affected by the planned transaction as well as other IP relevant information (e.g. concerning IP disputes).
A: Support in the creation of IP-DD-questionnaires; review of the IP-DD documents provided to the purchaser, analysis (in co-operation with the client team) and DD report
All: Participation in, and - if desired - moderation of, IP expert sessions
Negotiation:
Design and negotiation of
- Memoranda of Understanding
- internal and external non-disclosure agreements
- IP related clauses in APA, SPA (S, A) bzw. JVA (JV)
- intra-group license agreements with acquired subsidiaries and/or JVs
- Closing Memoranda (including organisation of a closing if desired)
Post Closing:
Support with implementation of IP related post closing actions:
- co-creation and monitoring of post closing checklist
- negotiation of required new contracts / adaptation of existing contracts
- support with transaction related litigation