Ownership and title
Diligence starts with the records. Registrations and applications should stand in the seller's name, and assignment history should be recorded with the USPTO and with foreign offices where relevant. Marks are often held by a founder personally, a former subsidiary, or a distributor abroad rather than the operating company. Applications filed on an intent-to-use basis carry a particular restriction: they generally cannot be assigned before use is shown, apart from a narrow exception for transfers of the related business. Gaps can usually be cured before closing if found early. Searches of state registrations and common-law use can also reveal earlier users with local rights that a federal registration does not override.
Strength and vulnerabilities
A registration that is old but no longer used for some listed goods may be vulnerable to cancellation for those goods. Pending oppositions, cancellation actions, demand letters, and litigation should be disclosed and reviewed. Licenses granted by the seller, coexistence agreements, and consent agreements can limit how the buyer may expand the brand. Searches for similar marks in the target's markets help judge whether the brand can grow into new products or territories. Domain names and social media handles are often overlooked but practically important. If the target relies on unregistered marks, the review shifts toward evidence of use and any conflicting registrations owned by others.
Coordinating with the deal
Findings feed into the purchase agreement, often as representations, specific indemnities, or closing conditions. Bring the target's trademark list, any disclosure schedules, license and coexistence agreements, and information about where the business sells or plans to sell. We review the records, flag what needs fixing before signing, and outline what can wait until after closing. A first meeting usually sets the scope of the review in proportion to the size of the deal and the role the brand plays in it. Where the brand is sold online, marketplace brand-registry accounts and their administrators should be identified so control transfers cleanly at closing.
