IP Due Diligence Services
Throughout their careers, Avancept’s consultants have conducted due diligence on IP Assets for transactions amounting more than two billion dollars in investments.
Avancept can conduct both qualitative and quantitative analysis of the IP Assets examined. For engagements where the IP Assets are a component of a larger transaction, such as purchase of the company owning the IP Assets, we can describe the IP Assets in a style and format that fits into the other analyses being performed the prospective Purchaser.
For Purchasers on the buy side, we know the questions to ask about the target IP Assets, and we know how to provide the results in a readily-accessible manner. For Sellers, we know how to present IP Assets in the best possible light and counsel the client about how to describe their IP Assets and liabilities.
Purchaser’s IP Due Diligence
Many buyers of technology businesses, especially financial investors, find it difficult to frame the right questions for IP due diligence. We believe that the purchaser should never need to become an IP expert. We will describe and characterize the IP Assets to you using language that you can readily understand. More importantly, we link our IP expertise with the client’s commercial and business purposes. We do not expect our clients to form the diligence questions for us. We perform both a qualitative and a quantitative analysis of IP Assets for our clients.
The typical law firm in conducting due diligence makes little effort to provide a work product that looks anything like that analyses provided by the buyer’s other analysts and experts. Law firms tend to provide due diligence results couched in highly caveated legal jargon. In the end, the purchaser is left with a report that essentially requires him to hire another IP expert to explain it to him. While this approach may serve the purposes of some buyers, it fails other buyers miserably, even when the qualitative information is spot on and completely accurate.
We work with clients to investigate the salient topics and ask the right questions. We strive to match our investigation with your overall commercial goals and objectives for the transaction. More importantly for most clients, we do not expect them to become experts in IP jargon – we strive to translate our analysis into a commercially understandable format that is accessible to the typical purchaser or investor. We also aim to keep our clients timely informed of our progress, and where we find areas of concerns, report them to you early on, rather than bring them as a surprise at the end of the diligence period.
We strive to provide purchasers with an IP diligence report that looks like the diligence information that they receive from their experts in other fields. When the purchaser’s acquisition team is constructing an analytical model of the potential acquisition, we make every effort to provide work product that can be plugged into the purchaser’s model.
Of course, we also provide purchasers with the qualitative information traditionally provided by law firms. In our due diligence for technology companies, we tend to drill down on the IP Assets at the heart of the deal rather than follow a checklist-driven approach that treats all possible IP Assets equally regardless of their actual commercial applicability.
In addition to looking at the IP Assets central to the acquisition, we typically also look at the seller’s overall approach to IP issues, including aspects such as strategy, governance, and responses to third-party risks. We can focus on any aspects of the seller’s IP Assets, as requested.
From the beginning, we work with the client to determine precisely the kind of results and guidance needed. In all our work, but especially in our due diligence efforts, we strive to make sure that the client fully understands up front what we will investigate and what we will not investigate. In addition to investigating the target’s IP, we also tend to look for potential third-party IP threats to the business being acquired.
Seller’s IP Due Diligence Support
Many technology companies find it difficult to maximize the value of their IP Assets during acquisition. Similarly, many technology companies have trouble explaining the potential IP risks to their business in a manner that satisfies the concerns of the potential buyer. Technology companies also often miss the opportunity to expose their potential acquirers to all the company’s IP Assets, thus excluding these assets from the final price.
We know how to guide companies through the IP diligence process. At Avancept, we help sellers make sure that their IP position is as strong as possible and that the story told about those IP Assets satisfies all the buyer’s concerns. We help sellers describe their IP Assets in the best possible light, and we help sellers describe IP risks to the company in the most productive light so as to minimize the possible impacts on sales price.
We know that the typical seller has more tasks to complete during an acquisition than time permits. Our goal is to off-load IP-related tasks from the executive team. Among other things, we can help sellers describe their IP Assets and develop appropriate IP brand imaging and related verbal attributes. We can summarize your IP Assets in a concise and visually compelling manner and develop a related description that can be delivered by your executives to prospective purchasers and others. We can counsel your executives on what to say and how to respond to questions.
We prefer to begin our work well in advance of the buyer’s own IP diligence, but we can join the process at any time. We work with sellers to help them identify all the salient IP Assets and help them describe any IP risks to the business in a commercially sensible manner. We strive to make sure that our clients will have something sensible to say on every IP topic pertinent to the company’s business.
Finally, we also help sellers cope with the “gotchas” that often arise in the due diligence phase. These shocks tend to happen when the buyer’s counsel has found an apparent weakness in the seller’s IP Assets, or when the buyer’s counsel has found a potential IP threat to the company’s business, or when a third party decides to leverage the value of its own IP Assets by asserting them against the seller during the due diligence period. We prepare our clients for all these contingencies, and we help steer our client’s responses to minimize the impact of such surprises.