How to handle intellectual property rights as part of an insolvent business or assets sale transaction
Produced in partnership with Brett Israel of Marriott Harrison LLP
How to handle intellectual property rights as part of an insolvent business or assets sale transaction

The following Restructuring & Insolvency guidance note Produced in partnership with Brett Israel of Marriott Harrison LLP provides comprehensive and up to date legal information covering:

  • How to handle intellectual property rights as part of an insolvent business or assets sale transaction
  • The starting point: what intellectual property rights does the company own?
  • Establishing the extent of the IPRs owned by the company
  • Licences
  • Selling the intellectual property
  • Retaining the intellectual property
  • Concerns for the buyer of intellectual property

The starting point: what intellectual property rights does the company own?

For further detail on the main types of intellectual property rights which an insolvency practitioner office holder may encounter, see Practice Note: .

Perhaps more than ever before, intellectual property rights (IPRs) of varying descriptions can form a valuable component of a business’ assets. That value may be challenged should the business become financially distressed, especially if it falls into formal insolvency, but the IPRs themselves may still be very desirable.

Where a company in administration or liquidation (acting by its administrator or liquidator as office-holder) sells assets, it is invariably standard practice for the company to transfer only 'such right, title and interest' as it may have in the assets sold. It is important for the office-holder to identify the extent of the company's IPRs, particularly to ensure that:

  1. the office-holder is able to market effectively the assets for sale, if appropriate, and (with professional valuer input) to form as accurate as possible a view of their value

  2. any fees continue to be paid in relation to the registration of the IPRs or any licences in respect of them in favour of the company, if the office-holder decides it is in the best interests of the company to maintain such registration(s)/licence(s) and

  3. the risk of a claim for conversion