When two parties engage in a merger or acquisition, there are several processes that must take place before the transaction can be completed, including due diligence of the seller’s assets—and particularly the seller’s relevant and material intellectual property (IP).
Tech & Sourcing @ Morgan Lewis
TECHNOLOGY TRANSACTIONS, OUTSOURCING, AND COMMERCIAL CONTRACTS NEWS FOR LAWYERS AND SOURCING PROFESSIONALS
When two parties come together to discuss a new idea or potential collaboration, the parties are usually operating under the protection of a non-disclosure agreement (NDA). If the parties decide to work together, they will most likely enter into a services agreement outlining their respective rights and obligations, including intellectual property (IP) ownership and commercialization rights. Occasionally, parties operating solely under an NDA may start collaborating in a way that’s not fully covered by the NDA prior to entering into a services agreement because they’re just not at that stage of the relationship yet. Regardless of whether the parties are ready to enter into such an agreement, if there is any potential for IP to be created in connection with such a collaboration (even if it’s fairly informal), the agreement between the parties needs to address the rights of each party with respect to any such IP.
Join partners Mike Pierides, from our London office, and Peter M. Watt-Morse, from our Pittsburgh office, at 12:00 pm ET on Tuesday, May 17 as they share highlights from the top articles posted over the past year on our Tech & Sourcing @ Morgan Lewis blog.
Emily Lowe and Ben Klaber recently presented a webinar on key contracting considerations in life sciences supply chain and manufacturing transactions as part of Morgan Lewis’ ongoing Digital Disruption and Innovation webinar series.
In late 2021, the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) published Circular CSSF 21/785 (the Circular), which introduced a more relaxed approach on the communication requirements in relation to material IT outsourcing (including to cloud-based infrastructures).
The White House issued an executive order on March 9 relating to the responsible development of digital assets in the United States. This executive order outlines the first ever whole-of-government approach to both addressing the risks of digital assets and maximizing the potential benefits.
The UK Financial Conduct Authority (FCA) released a statement on February 14 confirming a series of changes to potentially unfair contract terms that had been agreed with four of the largest providers of Buy Now, Pay Later (BNPL) products operating in the United Kingdom.
The unfolding conflict in Eastern Europe is likely going to cause a wide-ranging impact to companies with business operations or personnel in the region. For technology and commercial contracting professionals, this means potential contract disputes, force majeure issues, business continuity implications, and cybersecurity concerns.
The Law Commission of England and Wales has published a detailed analysis of the application of existing law to smart legal contracts and concluded that the current legal framework is able to facilitate and support the use of smart legal contracts. The Law Commission determined that the jurisdiction of England and Wales "provides an ideal platform for business and innovation, without the need for statutory law reform."
Investment in UK technology companies continues apace, with 2021 marking another record year. The UK government announced in December 2021 that the UK tech sector achieved its “best year ever” in 2021 through investments totaling £29.4 billion, with record IPO capital raising and 37% of all funding coming from the United States. The United Kingdom is creating on average almost one $1 billion “unicorn” technology business a week, primarily fintechs followed by healthtech and enterprise software businesses.