The following TMT practice note provides comprehensive and up to date legal information covering:
This Practice Note highlights the key legal and commercial issues for a buyer when looking to buy a software business. This particularly focuses on the technology and intellectual property rights (IPR) aspects, alongside some more general issues that typically arise when buying any type of business. Due diligence is considered specifically. This has been approached mainly from the buyer's perspective but also flags some concerns for the seller where relevant.
See also Practice Note: Corporate transactions for IT lawyers for further discussion of the issues relevant to the IT aspects of corporate transactions.
Data protection issues are outside the scope of this Practice Note but should also be considered as appropriate. For guidance on data protection issues that may arise in a corporate acquisition (including in connection with the IT systems), see Practice Note: The impact of the EU GDPR and UK GDPR on M&A transactions and Precedents: EU GDPR and UK GDPR compliant data protection warranties—pro-buyer—long form—share purchase agreement and EU GDPR and UK GDPR compliant data protection warranties—pro-buyer—long form—asset purchase agreement.
If acting for the buyer, ascertain at the outset their reasons for wanting to buy the software business. These might commonly include:
being a strategic move to eliminate competition
to access specific valuable intellectual property (IP), eg copyright, trade marks, patents
to access specific valuable/unique technology, eg source
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When defendants are guilty, they have a choice to plead guilty or to put the prosecution to proof. When they plead guilty they may benefit from a reduction in their sentence as a result, see Practice Note: Credit for guilty plea. However, the Sentencing Council's overarching guidelines on reduction
The primary function of office-holders in personal and corporate insolvency is to collect in the assets belonging to a company or individual and to distribute these to the company's or individual's creditors. Office-holders have various duties and powers in order to ensure that they do this. For
This Practice Note considers the meaning and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues.What are conditions precedent?A condition precedent in a commercial contract details an event which must take place before:•a
This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.Note: this Practice Note does not deal with the
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