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IP Considerations and Cyber Due Diligence in M&A Transactions

Esther Michelle Tyde
Cynthia Cole
Rachel Ehlers
Esther Michelle Tyde | Kilpatrick Townsend
Cynthia Cole | Baker McKenzie
Rachel Ehlers | Baker McKenzie

On-Demand: January 31, 2023

IP Considerations and Cyber Due Diligence in M&A Transactions

$195.00 2 hour CLE

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Program Summary

Session I - IP Considerations In M&A Transactions – Esther Michelle Tyde

Mergers and acquisitions in the digital era increasingly involve a number of significant intellectual property (“IP”) issues. Thus, it is critical to a successful M&A transaction for in-house counsel and the deal team to involve experienced IP counsel, working closely with its M&A counsel, to advise on such issues. The status of the selling company’s IP assets and its treatment in the hands of the buyer will often be of utmost importance to the buyer. The buyer will want to confirm through both due diligence and contractual provisions that the value it places on the seller’s IP is supported by the degree to which the seller owns (or has the right to use) all of the IP that is necessary to conduct it business. The seller will want to reduce its risk and liability with respect to IP issues post-Closing.

Key topics to be discussed:

  • Conducting IP Due Diligence
  • Identifying issues that affect the value of the IP
  • IP versus Technology
  • Data Protection and Privacy Issues
  • Considerations for drafting and negotiating IP Representations and Warranties and Indemnities
  • Key Disclosure Schedule Issues Concerning IP

Session II – Cyber Diligence in M&A Deals – Cynthia Cole and Rachel Ehlers

With ransomware attacks on the rise, cybersecurity and resilience has become increasingly important for successful business practices. This session will explore the critical issues organizations should be aware of in the context of M&A transactions from both the buy and sell side. The discussion will cover practical tips and key considerations to help mitigate cyber risks in an M&A transaction.

Key topics to be discussed:

  • Current trends across the M&A and threat landscapes
  • Identifying, understanding and evaluating cyber risks in an acquisition
  • Key focus areas to address as part of the diligence process
  • Practical tips to mitigate risks and consequences for both buyers and sellers

This course is co-sponsored with myLawCLE.

Date: January 31, 2023

Closed-captioning available

Speakers

Esther Michelle Tyde_ Kilpatrick Townsend_FedBarEsther Michelle Tyde | Kilpatrick Townsend

Michelle Tyde, Counsel with Kilpatrick Townsend, specializes in the areas of Intellectual Property and Technology.

She assists clients in monetizing a full spectrum of intellectual property assets, including patents, trademarks, technology, and know-how, by structuring, drafting, and negotiating agreements to develop, license, acquire, and transfer such assets. Ms. Tyde combines her extensive intellectual property experience with keen negotiating and drafting skills in complex IP and technology transactions. Her industry experience includes IoT, financial services, telecommunications, technology, healthcare, consumer products, cloud computing, and digital media.

Ms. Tyde has taught Contract Drafting at Emory Law School as an adjunct professor. She was recently recognized by The Best Lawyers in America® in 2023 for her work in Commercial Transactions, IT Outsourcing Law, Privacy and Data Security Law and Technology Law. Ms. Tyde has also had the distinction to be awarded the Linn Inn Alliance Distinguished Service Medal by Judge Richard Linn.

 

Cynthia Cole_ Baker McKenzie_FedBarCynthia Cole | Baker McKenzie

Cynthia Cole is an Intellectual Property Partner in Baker McKenzie’s Palo Alto office, as well as a former CEO and General Counsel. Before joining the Firm, Cynthia was Deputy Department Chair of the Corporate Section in the California offices of Baker Botts where she built the technology transactions and data privacy practice. An intellectual property transactions attorney, Cynthia also has expertise in digital transformation, data privacy, and cybersecurity strategy.

She advises clients across a wide range of industries including Technology, Media & Telecoms, Energy, Mining & Infrastructure, Healthcare & Life Sciences, and Industrials, Manufacturing & Transportation. Cynthia has deep experience in complex cross-border, IP, data-driven and digital transactions, creating bespoke agreements in novel technology fields. She acts as outside general counsel to a number of executive teams and boards of directors.

 

Rachel Ehlers_ Baker McKenzie_FedBarRachel Ehlers | Baker McKenzie

Rachel Ehlers is a partner in Baker McKenzie’s Intellectual Property and Technology Practice Group, based in the Firm’s Houston office. Throughout her early career, Rachel served in multiple in-house legal and compliance roles, including chief compliance officer and chief privacy officer, and has provided guidance and training to multinational companies globally.

She also served as a foreign service officer with the U.S. Department of State, and is recognized by the International Association of Privacy Professionals as a Privacy Law Specialist and a Certified Information Privacy Professional.

Agenda

Session I – IP Considerations In M&A Transactions | 12:50pm – 1:50pm

  • Conducting IP Due Diligence | 12:50pm – 1:00pm
  • Identifying issues that affect the value of the IP | 1:00pm – 1:10pm
  • IP versus Technology | 1:10pm – 1:20pm
  • Data Protection and Privacy Issues | 1:20pm – 1:30pm
  • Considerations for drafting and negotiating IP Representations and Warranties and Indemnities | 1:30pm – 1:40pm
  • Key Disclosure Schedule Issues Concerning IP | 1:40pm – 1:50pm

Break | 1:50pm – 2:00pm

Session II – Cyber Diligence in M&A Deals | 2:00pm – 3:00pm

  • Current trends across the M&A and threat landscapes | 2:00pm – 2:15pm
  • Identifying, understanding, and evaluating cyber risks in an acquisition | 2:15pm – 2:30pm
  • Key focus areas to address as part of the diligence process | 2:30pm – 2:45pm
  • Practical tips to mitigate risks and consequences for both buyers and sellers | 2:45pm – 3:00pm

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