The New Role of Intellectual Property in Mergers, Acquisitions, and Private Equity Transactions

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1 BNA Presents a One-Day Conference on: The New Role of Intellectual Property in Mergers, Acquisitions, and Private Equity Transactions October 18, 2007 The Warwick Hotel How IP assets impact deal success, and how private equity and strategic acquisitions require different approaches Register today! Visit legaledge.bna.com

2 The New Role of Intellectual Property in Corporate Transactions A Growing Trend: IP Counsel s central Role To Analyze Content, to Draft and Negotiate the Often Multiple IP-related Documents With intellectual property (IP) assets the centerpiece of many deals and takeovers today, the assessment and valuation of IP assets in a transaction or its unwinding have changed dramatically. Traditionally, IP lawyers were brought in during the late stages of a deal to examine the company s IP portfolio before an offer was made. Today, however, buyers increasingly focus on the technology sector and industries where companies hold a large portfolio of intellectual property as a significant part of their assets. In fact, it is now readily acknowledged that intellectual property is the core asset in many transactions. The central role of IP is present in virtually all types of corporate transactions. In strategic takeovers and mergers and acquisitions, the emphasis is on creating and integrating a viable business to maximize the long term value of the combined assets. In a private equity deal the opportunity is different. The financing and exit strategy require an approach recognizing other objectives. From the very creation of a transaction, these special needs change the structure and approach to IP. Only recently have the principals and their advisers recognized how crucial this distinction is. This new BNA conference provides a complete A to Z examination of IP aspects of deals with a particular focus on the unique characteristics required for success in private equity deals. The requirements of the investors in reorganizing, maximizing, and increasing the value of all assets including IP, and establishing a structure for eventual sale of all or part of the assets are essential components. In this new climate, the goal is to make these deals work or to unwind a deal and minimize the fallout from a deal that is faltering In the summer of 2007, IP expertise assumed an even more prominent place as the deal climate was buffeted by volatility in the credit and financial markets. The conference will examine the impact of all the latest ramifications including: Special concerns in financings and bankruptcies, including strategies, preserving IP licenses, and security interests in IPO assets Changing nature of due diligence Representations, warranties, and indemnifications Dividing up the IP pie between sold and retained businesses To give attendees a complete perspective on the IP issues, the faculty includes corporate and private equity counsel, senior law firm partners, and consultants who regularly assess IP assets in deals. Register today! Visit legaledge.bna.com

3 Thursday, October 18, 2007 The Warwick Hotel, Program Highlights: 9:00 a.m. 5:00 p.m. 1. Chairman s Welcome and Introduction 2. Intellectual Property Essentials A. Troubleshooting patent, copyright, trademark, and trade secret issues B. Ownership considerations C. Preventing loss of IP rights D. Understanding the nature of the IP asset 3. Panel Session The View of IP From the Acquirer A. What the strategic buyer looks for B. What the financial buyer looks for C. What is the role of counsel in a strategic deal vs. a financial deal D. How can outside counsel be more effective to the buyer 4. Core Transaction Documents A. Role of IP in corporate agreements B. Structuring core IP and technology agreements to maximize transaction value C. Trends in management of IP prior to closing and during transition services 5. Dividing Up the IP Pie Allocation of IP Assets between Sold and Retained Businesses A. Ensuring freedom to operate and growth opportunities for the acquired business while assuring the seller that a more than fair IPO value is being transferred B. Role of company management in dividing IP C. Effective use of consultants to review proposed IP allocation D. Intersection between IP restrictions and valuation 6. Representations, Warranties, and Indemnities A. Key items of focus when negotiating representations and warranties, including freedom to operate and assurances regarding the target s rights to exclude competitors B. The interplay between limits of liability and requested scope of warranties C. Negotiating solid warranties in a seller-friendly marketplace 7. The Changing Nature of Due Diligence A. Diligence with a view towards exit strategies B. Change in control and assignment clause obstacles C. What gets included when the client says just tell me the red flags D. Open source issues 8. Strategies to Increase Valuations Based on IP Assets A. Identifying underutilized patent rights in a company s portfolio and making the strategic decision to enforce or license them B. Opportunities to partner with outside companies to monetize non-core intellectual property C. Review of corporate development processes to ensure that IP is adequately being captured and protected at the time of invention D. Lifecycle management to reduce expenses incurred in maintaining low-value IP 9. IP Considerations in Financings and Bankruptcies A. When the licensor goes bankrupt, preserving the IP license B. Strategies for dealing with licensee bankruptcy C. Security interests on IPO assets 10. Non-compete Provisions A. Enforceability on non-competes B. What is a reasonable non-compete? C. Acquisition of a company bound by a noncompete special issues Questions/Answers

4 The Distinguished Faculty Registration INformation CHAIR Michael A. Epstein Weil, Gotshal & Manges LLP Conference Location: The Warwick Hotel 65 West 54th Street Phone: or Laura Franco Senior Vice President & Associate General Counsel CBS Corporation Daniel C. Glazer Shearman & Sterling LLP Leonard C. Jacoby Cleary Gottlieb Steen & Hamilton LLP Lori E. Lesser Simpson Thacher & Bartlett LLP Cecilia O. Lofters Senior Corporate Intellectual Property Counsel General Electric Company Fairfield, CT Daniel P. McCurdy President & CEO ThinkFire Services USA, Ltd. Warren, NJ Joe Osnoss Director Silver Lake Partners Jeffrey D. Osterman Weil, Gotshal & Manges LLP Charan J. Sandhu Weil, Gotshal & Manges LLP Blaze D. Waleski Sullivan & Cromwell LLP HOTEL ACCOMMODATIONS: For your convenience, BNA has reserved a block of rooms at The Warwick Hotel. Special Conference Rate for the night of October 17, 2007 is $380. Please call the hotel directly at or A limited number of rooms are available at this rate. You must reserve by September 21 and request the BNA conference rate. CONFERENCE FEES & PAYMENT POLICY: The registration fee of $1,495 (special price of $1,295 for BNA subscribers) includes the conference, continental breakfast, luncheon, and course materials. Make checks payable to BNA. All payments must be received prior to the start of the conference. CONFERENCE CANCELLATIONS & CHANGES: Cancellations received by 9am ET, seven business days prior to the conference, will be accepted, and a full refund will be made, less a $95 administrative processing fee. Attendee substitutions for this conference may be made at any time. These substitutions are not transferable to other conferences. Seminars are held subject to enrollment. Date, venue, and program details are based on information available upon publication of the brochure, and may be subject to change. In the event of a conference cancellation, BNA will make a full refund of any registration fees paid but assumes no liability for non-refundable transportation costs, hotel accommodations, or additional costs incurred by registrants. COURSE MATERIALS will be provided to each registrant. CLE: BNA will apply for continuing legal education credits in any state where available. Contact Patrick Reardon at for more information concerning approval. SCHOLARSHIP/FINANCIAL HARDSHIP POLICY: Full and partial scholarship programs are available. For information, contact Patrick Reardon at

5 Also of Interest BNA s Mergers & Acquisitions Law Report Approach your transactions armed with weekly intelligence on legal and regulatory developments in mergers and acquisitions. BNA s Mergers & Acquisitions Law Report offers weekly news and analysis of legal and regulatory developments in mergers and acquisitions, covering key jurisdictions and a wide range of affected fields of law. You get thorough, reliable coverage of the actions of the Justice Department, Federal Trade Commission, Federal Communications Commission, Federal Reserve Board, Internal Revenue Service, Financial Accounting Standards Board, Securities and Exchange Commission, European Commission, and state attorneys general. Any international, federal, or state laws or regulations that have a substantial impact on M&As are also closely monitored. Available in print and on the Web. BNA s Intellectual Property Library The most trusted resource on IP law for more than 75 years BNA s headnotes at your fingertips Easy navigation Intuitive interface BNA s Intellectual Property Library stands alone as the most comprehensive IP reference available, covering everything in this volatile field from the intricacies of prosecution history to estoppel in patent law to the latest applications of copyright law and the Internet. Try both the Report and the Library on the Web without risk or obligation! Visit and enter Priority Code CLEG171AA. For more information, call

6 1801 S. Bell Street Arlington, VA PRESORTED STANDARD MAIL US Postage PAID Merrifield, VA PERMIT # ONLINE: legaledge.bna.com Phone: Mail: Mail completed form to: BNA Attn: Shirley White 1801 S. Bell Street Arlington, VA FAX: Easy Ways to Register Today: Registration fee: Non-BNA subscriber: $1,495 BNA subscriber: $1,295 CRedit card number CARDHOLDER Name ORGANIZATION The New Role of Intellectual Property in Mergers, Acquisitions, and Private Equity Transactions The Warwick Hotel, October 18, 2007 YES! Please register me for the BNA Legal & Business EDge Conference. Choose your preferred payment method: My check is enclosed, payable in U.S. dollars to BNA. Please charge my credit card: American Express MasterCard VISA SiGNATURE Exp. Date Call for group pricing (5 or more individuals from same company). JO3934 JO STREET Address City/State/Zip Telephone Fax # The New Role of Intellectual Property in Mergers, Acquisitions, and Private Equity Transactions October 18, 2007 The Warwick Hotel, How IP assets impact deal success and how private equity and strategic acquisitions require different approaches BNA Presents a One-Day Conference on:

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