Mergers & Acquisitions - IP & IT

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We have expertise in negotiating and managing intellectual property issues as part of corporate acquisitions, joint ventures or financing arrangements. This includes:

  • Advising on IP transfers and IP ownership agreements, IP assignment documents, etc
  • Conducting IP audits at request of prospective investors
  • Due diligence for companies in the process of listing on stock exchanges
  • Due diligence for buyers and sellers in sale transactions
  • Assisting sellers to prepare for buyer due diligence, including tidying up IP ownership
  • Assisting prospective sellers to structure their companies to maximise profits from future sales
  • Drafting, reviewing and negotiating buy and sell agreements, including IP/asset sale agreements and share sale and purchase agreements, with a particular focus on IP and IT warranties, disclosure and indemnities
  • Advising on division of IP assets
  • Advising and assisting in relation to software escrow arrangements as part of M&A transactions
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Our significant and notable transactions include:

  • Acting for buyer of Titan Digital and Titan Brand businesses (120 staff across Australia and South Africa), including all sale and related transaction documents
  • Advised sellers of Tier 1 mining and energy software company, including negotiating settlement of pre-existing IP claims against business, advising on IP and IT warranties and indemnities
  • Acted for sellers of Conducive, a leading Western Australian systems integrator, selling to ASX listed Empired
  • Acted for seller of HPC Data Centres to ASX listed Amcom
  • Advising Perth based software company on acquisition of software product/platform from international oil and gas company
  • Advised buyers of Fastvue, a Silicon valley based software business, including reviewing IP ownership arrangements
  • Advised sellers of Orelogy, a leading Western Australian mining software company, including tidying up pre-sale IP ownership
  • Acted for First Physio in relation to licencing and sale of Halo medical device
  • Acted for buyer of minority shareholders in Bang Online business
  • Conducting audits for various clients as part of due diligence investigations for M&A transactions, including reviewing processes in relation to the creation, exploitation and protection of IP rights
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