Due Diligence, Mergers and Acquisitions


Our firm possesses a well‑appointed set of skills and experience in connection with the acquisition of products, companies and technology.  In addition to advising our clients on the strength of the target intellectual property and the risks attendant to acquiring the target products, our objective is to provide information and strategies from which our clients can close the deal on better terms than those contemplated before due diligence.

We can conduct a wide range of analyses and investigations, many of which are quite unique. We therefore believe that the due‑diligence process should start with a discussion of our client’s business objectives so we can suggest the analyses and investigations that are best suited to the transaction.  For example, some investigations tend to be more or less helpful depending on whether the buyer is primarily interested in the target’s existing business or the promise of disruptive technology.

Once we understand the business objectives, we work with our clients to develop a clear plan for proceeding.  We want our clients to understand what we are going to do, why we are going to do it.

When our investigations uncover a problem, we advise our clients not only of the relevant risks, but also how its discovery may be used to obtain concessions from the other side.  For example, some problems may be best addressed by performing or requiring remediation before closing.  Other risks may be best addressed by modifying warranties, scheduling exceptions, increasing holdbacks or adjusting the purchase price.  If a particular target product is at risk, we often work with clients on redesign ideas.

Because of our experience and focus on intellectual property, and with the prospect of leveraging the outcome of due diligence, we often take a direct role in the negotiation of IP-related provisions.  We routinely work side-by-side with our client’s corporate counsel, which allows our clients to rely on the respective strengths of both firms.

We also know that a deal does not end when the agreements are signed.  We thus approach due diligence from an integration perspective, i.e., taking small steps before the closing that will make it easier to integrate the target's IP assets into the buyer’s business after the closing.

  • Overview