Tag archives: IP

Registering and discharging intellectual property security interests

Intellectual property often forms an important part of a target’s assets, especially for start-ups and high-tech companies. It is important for both the purchaser and the vendor to understand the security registration and discharge process in intellectual property assets.

Registration

Pursuant to the provincial Personal Property Security Acts, Intellectual property is considered a type of intangible personal property, and as previously noted in order to perfect a security interest in such intangible property, a secured party must register its security interest at the appropriate personal property security registry in the jurisdiction where the debtor is located .

In addition, a … Continue Reading

IP representations and warranties in tech M&A

When negotiating an M&A deal involving a technology company, parties need to pay particular importance to the representations and warranties regarding the target company’s intellectual property (IP). In a recent Forbes article, “18 Key Issues in Negotiating Merger and Acquisition Agreements for Technology Companies”, Richard Harroch addressed some of the standard issues that come with every deal, such as specific provisions regarding consideration, escrow and holdback periods and representations and warranties regarding financial position of the target company, but also highlighted the importance of careful negotiations relating to the IP of the target company. To facilitate a smooth … Continue Reading

Tips for early stage companies and thinking ahead to an exit

It is trite to point out that an early stage company faces a difficult balancing act in weighing the costs of “overhead” against its operational capital needs. At the very beginning, there is often very little cash on hand, and its allocation is not up to much debate, as the saying “keeping the lights on” can prove to be quite literal in the circumstances. As the company moves along its life cycle, it may gain some attention from angel investors, and spending questions will become a bit more difficult. Legal costs are often a painful experience for a start-up that … Continue Reading

IP due diligence: beyond the usual suspects

Conducting a due diligence review of intellectual property (IP) matters as part of a merger or acquisition has become commonplace with the growing importance of commercial IP.  While most lawyers are aware of a general need to protect the more popular forms of intellectual property (patents, copyrights and trademarks) in the course of a transaction, there are a number of specific nuances that should be taken into careful consideration to avoid potentially painful missteps.

Intellectual property rights are intangible rights having no physical characteristics, and are established through the legal frameworks that they operate under. Accordingly, IP rights … Continue Reading

The hazards of intellectual property issues in employment agreements

 

This blog post was co-written with Brian Chau, an Associate in Norton Rose Fulbright’s Toronto office.  

Businesses of all sizes are increasingly becoming aware of the strategic and commercial value of intellectual property (IP). Startups which are just getting off their feet; scaling businesses which are growing in both revenue and size; and mature, sophisticated ventures which have established positions in their respective markets all recognize that their IP and technology may be used for a variety of reasons, including: 

  • to attract investment or financing;
  • to be used as collateral for debt financing;
  • to obtain a
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