Advertising Law Blog

Olshan Counsel  Richard Quatrano published an article in ManagingIP (subscription required) entitled, “Following the Chain of Title: The Hidden IP Risk in Technology M&A.” In the article, Richard explains why technology M&A buyers and sellers must verify written intellectual property assignments because gaps in the chain of title can undermine valuation, deal terms, and closing certainty. “On the buy side, trace ownership back to the person who created the work and ensure an unbroken chain of title into the target,”  Richard writes. “Representations in the data room or purchase agreement are no substitute for written assignments from every meaningful contributor.” He examines the risks posed by independent contractors who create core software, user interfaces, marketing content, and other critical assets without executing written IP assignments. Richard also discusses how buyers and sellers can address ownership issues before they jeopardize a transaction, including by curing assignment gaps in advance or allocating unresolved risk through targeted deal protections. “One principle runs throughout: IP risk in M&A is rarely about villains,” he writes. “It is about discipline.”