Depending on which side of a merger transaction a party is on, the strategies for protecting your interests may be different. This is particularly true with respect to intellectual property assets or license agreements.  A buyer who is looking to purchase the assets of another entity may consider the following strategies for limiting its risk exposure and ensuring smooth post deal operations.    

  • Review all deployments and entitlements
  • Add software asset schedules to deal documents
  • Negotiate new license terms
  • Seek indemnification from seller
  • Negotiating pre-closing expenses to be paid by the seller
  • Use holdbacks or price adjustments to cover contingencies

After a buyer has acquired the assets of an organization or is involved in some other type of merger, it could result in a disruption to post-deal operations to find itself in the position of defending a copyright infringement claim by the original licensor.  Any time an organization is considering these types of structured merger or acquisition activities, it is recommended that it seek the advice and counsel of an attorney experienced in these types of software license agreements.