Ownership gaps that show up in diligence
The most common problems are not exotic. Founders who developed technology before the company existed, contractors who never signed assignments, and employees in jurisdictions with different invention assignment rules can each leave pieces of the IP outside the company. Trademarks may be registered in a founder's name or in the name of an old entity. Software often contains open-source components whose licenses impose obligations on distribution. Most gaps can be fixed, but fixing them before closing is far easier than after. Domain names and social media accounts registered by individuals rather than the company are another frequent gap.
Licenses, consents and transfer rules
In-licensed technology may be subject to anti-assignment or change-of-control clauses that require the licensor's consent. Whether a deal is structured as a stock purchase, an asset purchase, or a merger can affect whether consent is needed, and the answer depends on the contract and the governing law. Some rights carry their own transfer rules; an intent-to-use trademark application, for example, generally cannot be assigned before use is shown except to a successor to the related part of the business. Patent and trademark assignments should be recorded with the USPTO after closing, and copyright transfers can be recorded with the Copyright Office.
Fitting diligence to the deal
We scope diligence around what drives the price, whether that is a patent portfolio, a platform, a brand, or a data set. That means reviewing registrations and their status, key licenses in and out, employee and contractor agreements, pending disputes, and privacy commitments that limit how customer data can be used. Findings feed into the purchase agreement through representations, indemnities, and closing conditions. Bring the data room index, a description of the core products, and your timeline, and we will flag what needs to be fixed before signing. Where a gap cannot be closed in time, price adjustments or special indemnities are common ways to allocate the risk.
