Deals in technology-driven businesses are often IP transactions with a corporate wrapper. The buyer is paying for code, patents, brands, data, and the people who know how to use them, and the purchase agreement has to reflect that. Our Corporate Transactions service covers the deals that move or monetize those assets: mergers and acquisitions, the IP diligence behind them, licenses, joint ventures, and financings secured by intellectual property. We represent buyers, sellers, licensors, licensees, borrowers, and lenders. Because the firm is also a litigation practice, we draft with a clear view of how deal documents get tested later, in earnout fights, indemnification claims, and license disputes, and we write terms meant to keep you out of those cases or put you in a strong position if one comes.
Deals This Service Covers
The service spans the life of a transaction. On the front end, that means structuring: choosing among an asset purchase, a stock purchase, or a merger based on tax, liability, and which contracts and licenses will survive the change in ownership. In the middle, it means diligence, negotiation of the purchase or license agreement, disclosure schedules, and ancillary documents such as IP assignments, transition services agreements, and key employee arrangements. Regulatory steps can include a Hart-Scott-Rodino filing for deals above the annually adjusted threshold and, for foreign buyers of certain U.S. businesses, CFIUS review. After closing, it covers integration of IP into the buyer's portfolio, recordation of assignments at the USPTO and the Copyright Office, and administration of earnouts, escrows, and ongoing license obligations.
Five Ways We Support A Deal
Mergers and Acquisitions covers structuring, negotiation, and documentation of acquisitions, divestitures, and strategic investments, from letter of intent to closing. M&A Due Diligence focuses on the target's intellectual property: what it owns, whether title is clean, what open-source and third-party licenses restrict it, and what needs to be fixed before signing. IP Licensing covers inbound and outbound patent, trademark, copyright, software, and know-how licenses, including scope, exclusivity, royalties, audit rights, and termination. Joint Ventures addresses the IP terms of collaborations: background and foreground IP, ownership of jointly developed technology, and what each side keeps when the venture ends. IP Financing structures loans, sale-leasebacks, and royalty monetizations secured by IP, including perfection under UCC Article 9 and recording with the USPTO and the Copyright Office.
When Deals Become Disputes
Transactions generate a predictable set of disputes, and most of them start with drafting. Buyers bring claims for breach of IP representations when a patent turns out to be encumbered or a key module was written by a contractor who never assigned it. Sellers fight over earnout calculations and whether the buyer ran the business in good faith. Licensors and licensees dispute royalty bases, field-of-use limits, and whether a license survived a merger, since patent and copyright licenses are generally not assignable without consent. Joint venture partners split over who owns what they built together. We litigate these disputes as well as draft the documents, including in the Delaware Court of Chancery and in arbitration, and that experience shapes how we write survival periods, indemnity baskets and caps, and dispute resolution clauses.
Documents, Negotiation, And Closing
On the transactional side we produce the core documents and run the negotiation. For acquisitions that means the letter of intent, the purchase or merger agreement, disclosure schedules, IP assignment instruments, and closing deliverables, plus a diligence report that ties each risk to a specific representation, indemnity, special escrow, or closing condition. For licenses, it means a term sheet first and then a full agreement with defined licensed rights, improvement provisions, royalty mechanics, and Section 365(n) protections for licensees if the licensor enters bankruptcy. For financings we prepare the security agreement and the short-form IP security agreements recorded at the USPTO and the Copyright Office. For joint ventures we draft the contribution, ownership, and exit terms that sit inside the operating or collaboration agreement.
How We Run A Transaction
Every deal begins with a call about the business goal and the timeline, followed by a written scope that names the documents we will prepare, the diligence we will do, and who on your side we need. We then issue a diligence request list, review the data room, and deliver an early issues memo, usually in the first two weeks, so problems surface while you can still use them to negotiate price or terms. Drafting and negotiation follow on a schedule built backward from the target signing and closing dates. We keep a running issues list that shows each open point, each side's position, and our recommendation. After closing we hand you a closing set and a calendar of post-closing obligations such as earnout measurement dates, escrow releases, and license reporting deadlines.
Who We Represent In Deals
Our transaction clients include founders selling technology companies, strategic buyers acquiring software, hardware, or brand portfolios, private equity and investment funds that need focused IP diligence on a target, and companies licensing technology in or out. We also represent lenders and borrowers in IP-backed financings and companies entering joint development or co-marketing arrangements. Industry focus tracks the firm's: software and IT, consumer products, medical devices, manufacturing, and other businesses where intellectual property is a major share of enterprise value. Some clients bring us in for the whole deal, while others already have deal counsel and engage us for the IP diligence, the license agreements, or the IP sections of the purchase agreement. We work with clients nationwide.
Pricing Deal Work
Discrete, repeatable work is offered at a flat fee: a standard IP assignment package for a closing, a license agreement review against a stated set of issues, or diligence on a target with a defined number of registered assets and material contracts. Each comes with a stated scope and a turnaround time. Full acquisitions, negotiated joint ventures, and financings vary too much for a single price, so we scope them in writing and provide an estimate broken out by phase, such as letter of intent, diligence, drafting and negotiation, and closing, with the assumptions behind each number. If the deal changes, we tell you how the estimate changes before the work is done. The best time to call is before you sign a letter of intent.
