Where ownership gaps hide
Copyright due diligence is mostly about chain of title. Works created by employees within the scope of their jobs usually belong to the employer, but work by independent contractors generally does not, unless there is a written assignment or a signed work-for-hire agreement covering one of the narrow statutory categories. Many startups and creative businesses discover that their early code, logo, or flagship content came from freelancers who never signed an assignment. Licensed material raises separate questions about scope, territory, and whether the license can move to a buyer. For older works, authors may hold rights to terminate earlier transfers after a long period, which can matter a great deal for catalogs.
What to request and review
A useful request list covers registrations and recorded transfers at the Copyright Office, assignments and licenses running in both directions, contractor and employee agreements, and any past demand letters, takedowns, or litigation. For software, open-source use deserves its own review, since some licenses attach conditions to distribution that can affect how a product is sold. Content businesses should show where images, music, and footage came from and under what terms. Gaps are common and often fixable through confirmatory assignments or new licenses, but fixing them is far easier before signing than after. Representations and warranties in the deal documents should match what the review actually found.
Scoping the review
Not every asset deserves the same depth. We start by identifying which works drive the value of the deal, then focus the closest review there and take a lighter pass elsewhere. Timing matters too: some issues can be corrected before closing, while others are better handled through price, escrow, or indemnities. If you are the seller, a review in advance lets you clean up your records before a buyer's team finds the gaps. Bring a list of key works, any existing disclosure schedules, and the agreements with the people who created them.
