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Software Compliance Risks in M&A Transactions

IP rights are becoming increasingly important in asset and stock transactions involving business computers and software.  The complexity of software licenses makes it difficult to understand which licenses should and can be transferred as part of an asset acquisition or divestiture.  Increasingly, enterprise software publishers see business combinations between their customers as creating additional revenue opportunities.  Recent cases including Cincom vs. Novelis and ACS vs. Cincom have highlighted the importance of incorporating IT asset due diligence as an important aspect of deal structure planning.

In this webinar Robert Scott discusses:

  • Key provisions in software licenses impacting assignability
  • What happens when the license is silent on the issue of assignability
  • The risks of failing to give notice or obtain publisher consent to transfer
  • Software due diligence success factors
  • How to structure M&A deals to reduce software license compliance risks
  • How to prepare software asset schedules for M&A agreements