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Technology M&A legal considerations

There are key laws and regulations implicated in technology M&A transactions that may not be relevant to other types of M&A transactions. The central role of intellectual property and personal data in these transactions often means that issues surrounding the ownership, protection and exploitation of IP rights, or compliance with data protection laws, are brought into sharper relief.

The following key UK statutes that are often implicated are:

  • the Trade Marks Act 1994;
  • the Patents Act 1977;
  • the Copyright, Designs and Patents Act 1988;
  • the Registered Designs Act 1949; and
  • the UK Data Protection Act 2018.

Certain EU laws also have a direct effect (at least until Brexit) and, in particular, the General Data Protection Regulation (GDPR) 2016/679, the Trade Mark Regulation 2017/1001 and the Community Designs Regulation 6/2002, are also of significant importance.

The legal team will pay special attention to other rights including Government rights, legal assets, patents, UK registered trademarks & designs and copyrights. Additional due diligence satifactions will cover identifying all registered IP rights, related claims or disputes, agreements relating to IT systems including licences, support and maintenance agreements and outsourcing contracts plus employee IP.

Buyers in technology M&A transactions with respect to special or emerging technologies will typically demand a wide range of specific warranties for items such as intellectual property, technology, cybersecurity and data protection, so these must be taken account of.

To explore these legal considerations and purchase agreements in more details see the recent report by Lexology who collate a comprehensive source of international legal updates, analysis and insights.

At TheNonExec we specialise in manufacturing, engineering, technology, wholesale & distribution industries.

Why work with a specialist? We believe that a sector focused approach brings a deep level of familiarisation that allows us to preempt unique industry pitfalls and bring a more proactive stance to the process.

Ensuring that key legal and operational factors are in order before a company goes to market is critical to a successful company sale. Our preparatory sell side services including non-executive support, M&A audits and preparatory due diligence are critical to this success.

If you are thinking about selling a business in the next three years the time is right to book a confidential exploratory session with TheNonExec Managing Director, Justin Levine, please click here or call 01202 828266.