Mergers + Acquisitions

IP and technology counsel for mergers and acquisitions

When a company’s value depends on its technology, the IP questions are central to the deal. Buyers need to know what they are actually acquiring. Sellers need to present their technology assets clearly before diligence begins. Both need deal documents that allocate IP risk accurately.

Apex Legal serves as IP and technology counsel on acquisitions, investments, and divestitures. We work alongside corporate deal counsel as an integrated part of the team, identifying the issues that affect value and resolving them before closing.

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What we handle

IP and technology due diligence.

Review of IP ownership, inbound and outbound licenses, open source usage, data rights, and material technology contracts, with findings organized by risk and deal impact.

IP representations and disclosure schedules.

Drafting and negotiating IP representations, warranties, covenants, indemnities, and the disclosure schedules that support them.

Ancillary transaction agreements.

Transition services agreements, IP assignment agreements, license-back arrangements, and shared technology agreements.

Carve-outs and separations.

Separating shared IP, contracts, and technology when a business unit or product line is sold.

Post-closing integration.

Consolidating and rationalizing acquired licenses and contracts and confirming the chain of title to acquired IP.

Sell-side readiness.

IP audits and cleanup before a sale so sellers can address issues before a buyer’s diligence team finds them.

Mergers and acquisitions attorney closing corporate deal with handshake

Who we work with

We represent strategic acquirers, sellers, private equity and venture investors, and the corporate law firms that serve as lead deal counsel on technology-driven transactions.

Mergers and acquisitions attorney reviewing deal terms with colleague

Our approach

Deal timelines are compressed, so we deliver diligence findings that are clear, prioritized, and ready for decision-makers. We focus on the issues that affect price, structure, and closing, and we coordinate closely with lead counsel to avoid duplicated effort.

Frequently Asked Questions

IP due diligence confirms what the target company owns and what risks come with it. It typically includes reviewing ownership of core technology, patents, and trademarks, inbound and outbound licenses, open source usage, data rights, and material technology contracts. The findings help buyers assess value, negotiate protections in the deal documents, and plan for integration.
Timing depends on the size of the target, the complexity of its technology, and how organized its records are. Many reviews are completed within two to four weeks, while larger or more technology-intensive targets can take longer. We scope the review with you at the outset and prioritize the issues most likely to affect price or closing.
Many corporate deal teams do not have dedicated IP and technology transactions expertise. When a company’s value depends on its technology, specialized review helps identify issues a general review may miss. We work alongside your lead counsel as part of the deal team, focusing on IP and technology so the overall process stays efficient.
Frequent issues include missing IP assignments from founders, employees, or contractors, licenses that cannot be transferred without consent, open source usage that conflicts with the company’s business model, unclear rights to use data, and change-of-control provisions in key contracts. Most can be addressed through closing conditions, special indemnities, or cleanup before closing.
IP representations and warranties are statements the seller makes in the acquisition agreement about its intellectual property, such as ownership, non-infringement, and the absence of disputes. If a statement proves untrue, the buyer may have remedies under the agreement. Negotiating their scope, qualifiers, and related indemnities is a key part of allocating IP risk between buyer and seller.
Sellers benefit from reviewing their IP before buyers do. An IP audit can confirm that the company owns its core technology, organize key licenses and contracts, identify open source issues, and fix gaps in the chain of title. Addressing these issues early can reduce delays, strengthen negotiating leverage, and help avoid price reductions late in the process.