M&A transactions often live or die on the basis of well thought out and executed legal due diligence. Indeed, due diligence often shapes core deal terms, transaction structure, and whether the deal itself even moves forward. For traditional businesses with physical assets, due diligence may come with reasonably obvious do’s and don’ts. However, in M&A deals where intellectual property (“IP”) is the key or sole asset, due diligence becomes even more critical yet far less obvious in terms of best practices.
In such deals, often unique and powerful transaction structure and drafting considerations come into play that are unfortunately overlooked as practitioners often make unwarranted assumptions regarding IP ownership and/or curing defects. Moreover, there are often misconceptions about the applicability of ordinary representations, warranties, and other M&A provisions to IP as a “one-size-fits-all” solution to the often unique array of defects and other “wrinkles” attached to the IP. In these cases, valuing and structuring the transaction can be adversely affected, the post transaction operations of the target business can be compromised, and the rights of both purchaser and seller can be significantly undermined.
This course, presented by Kaiser Wahab, partner in the law firm of Riveles Wahab LLP, which is dedicated to M&A transactions in the private equity space for IP driven early-stage/mature companies, is designed to arm the practitioner with the vocabulary, skill set, and overall understanding of best practices in IP driven M&A transactions.
Learn how to best approach M&A transaction structures and process, where there is significant IP at play
Examine how to best approach the M&A due diligence process, where there is significant IP at play
Understand unique M&A representations, warranties and indemnities, where there is significant IP at play
Identify unique M&A covenants, where there is significant IP at play
Comprehend the deployment and function of various ancillary agreements, where there is significant IP at play
Explore the unique issues driving finance transactions, including secured lending transactions in M&A transactions, where there is significant IP at play
Kaiser represents startup ventures to Fortune 500 companies on the range of corporate, venture capital, contract, and intellectual property issues that confront businesses. Beginning his career with Pryor Cashman, Sherman & Flynn LLP, he later joined Day Pitney LLP, where he handled licensing, trademark, copyright, and contractual issues for companies such as Microsoft and UTC. He also clerked at the United States Court of International Trade, where he handled multibillion dollar anti-dumping claims involving importation of technology-related goods.
Kaiser counsels his clients on corporate structuring and securities law, including venture and investor agreements/transactions, formation, and equity incentive plans. He also negotiates and drafts a variety of agreements, including those related to technology, media, outsourcing, licensing, e-commerce, advertising, user relationships and other scenarios. Finally, he regularly negotiates cloud computing and other technology services arrangements, advises on privacy and data security, and structures venture capital and investor rounds for early stage technology, media, and film/TV ventures.
He firmly believes that a commitment to academia is critical to providing better client service and expanding his knowledge base. He frequently teaches continuing legal education seminars to other practitioners, including through Lawline.com and the New York County Lawyers’ Association (NYCLA). At NYCLA he served as the chair of the Corporate Law Committee, where he was dedicated to providing access to other knowledgeable practitioners in the realm of corporate governance, litigation, and technology via monthly seminars. He is also an adjunct professor at Columbia University and adjunct faculty at New York University on the subjects of media venture capital and media contracts.
Kaiser has been published in Mashable, the New York Enterprise Report, and the Cardozo Arts & Entertainment Law Journal. He has been invited to speak at South by Southwest, the Distributed Computing Industry Association, Wikimania at Harvard Law School, Columbia University, Widener Law School, the School of Visual Arts, New York Law School, and other venues on law, policy, technology, and other topics.
Outside of his legal and academic pursuits, Kaiser is strongly committed to public service. He served on the Board of the Cornell Asian Alumni Association where he worked to leverage Cornell’s infrastructure for community events (including an annual banquet to fund student scholarships) and events geared towards entrepreneurial learning. He also sits on the advisory board for Heart Gallery NYC, a nonprofit organization devoted to placing foster children with families. Kaiser has provided pro bono legal services throughout his career, including to high-profile online and social media driven ventures as a participant in Harvard Berkman Center’s Online Media Legal Network.
I learned a lot of useful information that crossed two practice areas.
one of the better programs
very knowledgeable instructor and great presentation!
Very insightful for corporate legal professionals. Gave broad overview but enough detail to lead the viewer to do additional research. Great program.
good broad coverage of important topics - he did a nice job of touching the important issues without going too deep.
Very good high-level blending of M&A and IP worlds.
Concise and informative
Great! Fast moving and interesting.
A very good primer. There should be more IP presentations included in the bundle.
Instructor did a great job; was engaging and funny, too.
Nice job covering various aspects of M & A.
Great overview on IP aspects of M&A.
Great CLE -- he is very good!
Great speaker, very engaging.
Good program. I liked it
Very thorough analysis or IP in an M&A transaction. very practical and useful information.
It's a good general overview, but as an IP practicitioner, I'd like something more in depth.
This is one of the best courses I have taken. The speaker was informative and humorous. The written materials are so useful and clear.
Thought lecturer was one of the best. Would highly recommend him.
By Far one of the best instructors/panelists Lawline has had on ... have him return to do deeper dives in other M&A topics.
nice overview of the key issues
Given I'm an expert in IP in M&A transactions, I didn't learn anything new; however, the presenter was knowledgeable and effective (and entertaining!). I'd like to see more from him.