In technology deals, the intellectual property and the systems are frequently the whole point, and they are also where surprises live. We bring the IP and IT side of M&A, investments, and financings under control, on either side of the table. With attorneys who came from software engineering, we can dig into the technical substance of what is being bought or sold, so the deal reflects what the assets actually are rather than what the data room claims.
IP Due Diligence
Before you sign, you need to know what IP the target really owns and whether it holds up. We examine patents, trademarks, copyrights, and trade secrets, checking ownership and chain of title, validity, enforceability, encumbrances, and third-party risks. We pay particular attention to the gaps that wreck deals, such as inventions assigned to the wrong entity, missing employee and contractor assignments, and open source obligations that quietly affect proprietary code.
Technology Due Diligence
The technology behind a target can carry as much risk as the IP. We review software ownership and licensing, IT infrastructure, vendor relationships, data practices, and security posture, and we read the code and architecture closely enough to tell what is owned, what is borrowed, and what is held together with tape. That technical depth turns vague diligence findings into concrete issues you can price into the deal or fix before closing.
Deal Structuring And Risk
How a deal is structured shapes how IP and technology move and who bears the risk. We advise on asset versus stock transactions, IP carve-outs and spin-offs, technology licensing between the parties, transition services, and post-closing integration. We also negotiate the representations, warranties, and indemnities that allocate IP and technology risk, so the issues diligence surfaces get addressed in the documents rather than left to fight about after the money has changed hands.
Post-Closing And Integration
The deal is not finished at closing; the assets have to actually transfer and the systems have to actually work together. We help record IP assignments, stand up transition services, and untangle shared technology and licenses so both sides can operate. Getting these mechanics right protects the value you negotiated for and keeps a clean deal from turning into a slow, expensive cleanup once the lawyers who structured it have moved on.