Intellectual Property Assets in Mergers and Acquisitions (eBook)

LANNING BRYER is a partner in charge of mergers, acquisitions, and licensing at Ladas & Parry in New York City. MELVIN SIMENSKY is Visiting Scholar in Intellectual Property Law at New York Law School.

PREFACE.

ACKNOWLEDGMENTS.

CHAPTER 1: MERGERS AND ACQUISITIONS: AN OVERVIEW (Patrick A. Gaughan, Ph.D., College of Business, Fairleigh Dickinson University, Economatrix Research Associates, Inc.).

CHAPTER 2: THE ROLE OF INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS IN MERGERS AND ACQUISITIONS (Robert Boyden Lamb, New York University, Stern Graduate School of Business).

CHAPTER 3: INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY ACCOMPANYING MERGERS AND ACQUISITIONS (Gordon V. Smith, AUS Consultants).

CHAPTER 4: VALUATION OF INTELLECTUAL PROPERTY ASSETS IN MERGERS AND ACQUISITIONS (Michael J. Lasinski, INTECAP, Inc.).

CHAPTER 5: ACCOUNTING FOR INTELLECTUAL PROPERTY DURING MERGERS AND ACQUISITIONS (Andrew W. Carter, INTECAP, Inc.).

CHAPTER 6: INTELLECTUAL PROPERTY ASPECTS OF ACQUISITIONS (Glenn A. Gundersen, Dechert).

CHAPTER 7: U.S. ANTITRUST AND INTELLECTUAL PROPERTY IN MERGERS AND ACQUISITIONS (Thomas G. Jackson, Phillips Nizer Benjamin Krim & Ballon, LLP).

CHAPTER 8: INTELLECTUAL PROPERTY AND TECHNOLOGY DUE DILIGENCE IN BUSINESS TRANSACTIONS (Sheldon Burshtein, Blake, Cassels & Graydon, LLP).

CHAPTER 9: INTELLECTUAL PROPERTY, DUE DILIGENCE, AND SECURITY INTEREST ISSUES IN MERGERS AND ACQUISITIONS (Melvin Simensky, Visiting Scholar in Intellectual Property Law, New York Law School;

William M. Heberer, Hall Dickler Kent Goldstein & Wood, LLP).

CHAPTER 10: PATENT OPINIONS (David A. Loewenstein, Brown Raysman Millstein Felder & Steiner, LLP).

CHAPTER 11: INTERNATIONAL MERGERS AND ACQUISITIONS: THE CANADIAN PERSPECTIVE (Francois Painchaud, Louis-Pierre Gravelle, Panagiota Koutsogiannis, Christian Danis, and Matie-Eve Cote, Leger Robic Richard).

CHAPTER 12: INTERNATIONAL MERGERS AND ACQUISITIONS: THE EUROPEAN PERSPECTIVE (Benedict Bird, Anna Carboni, and Deborah Lincoln, Linklaters & Alliance).

CHAPTER 13: INTELLECTUAL PROPERTY TRANSFERS TO HOLDING COMPANIES (Susan Barbier Montgomery and Leonard Schneidman, Foley Hoag & Eliot, LLP).

CHAPTER 14: OFFSHORE CORPORATIONS (Tira Greene, Consultant, Anguilla;

Michael J. Ward, Counsel Limited, Anguilla).

CHAPTER 15: ACQUISITION AND LICENSING OF FAMOUS NAME TRADEMARKS AND RIGHTS OF PUBLICITY IN THE UNITED STATES (Theodore C. Max, Phillips Nizer Benjamin Krim & Ballon, LLP).

CHAPTER 16: TRANSFER OF INTELLECTUAL PROPERTY UPON MERGER OR ACQUISITION (Lanning G. Bryer and Scott J. Lebson, Ladas & Parry).

INDEX.

"Intellectual property assets are often a key consideration in many of today's mergers and acquisitions, not only in the areas of high technology but also in relation to the consumer and luxury goods markets. Intellectual Property Assets in Mergers and Acquisitions is a valuable publication that provides a comprehensive yet clear in-depth analysis and examination of the critical factors faced by companies seeking to acquire high-value intangible assets including established brands and new technologies. The book looks at the issues from a global perspective in a way that could only be done by well-known practitioners in the fields of business law and accounting."

Paul Johnston, Esq.

Group Trade Mark Counsel

Imperial Chemical Industries PLC

"Working for a global company requires that one become familiar with a variety of intellectual property laws, especially in this era of mergers and acquisitions. This book is a handy tool when it comes to grasping the basics of such dealings as well as providing a more in depth account. I thought the sections on due diligence were extremely helpful. It is a welcome addition to any law library."

Robert Peverada, Esq.

Senior Attorney

Merck & Co., Inc.

"Intellectual Property Assets in Mergers and Acquisitions is not only an essential resource for an IP or M&A attorney, but it is a must read for licensing attorneys and licensing professionals regarding its discussion of IP valuation."

James M. Markarian, Esq.

Licensing Counsel

Siemens Corporation

"When one business buys another, it is easy to count widgets and machines. People then attempt to apply that philosophy to intellectual property. It is also easy to look at the books to see how much the owner values such inventory, property, plant, and equipment. People then attempt to find intellectual property value on the books. It does not work that way. Intellectual property value must be measured in quality, not quantity, because each property is unique, by definition. Intellectual property value must be determined off the books, because it is an asset that is expensed. Intellectual Property Assets in Mergers and Acquisitions explains the implications of how different one must treat such intellectual property assets in a business transaction, from a variety of perspectives and from a collection of world-renowned experts."

John H. Hornickel, Esq.

Chief Intellectual Property Counsel

Bridgestone/Firestone Americas Holding, Inc.