The following IP guidance note provides comprehensive and up to date legal information covering:
This Practice Note focuses on the intellectual property (IP) rights aspects of asset purchase transactions, alongside some more general issues that commonly arise in the context of an asset purchase. This has been approached mainly from the buyer's perspective, but also flags some concerns for the seller where relevant. For a detailed checklist of issues, see: Asset purchase transactions—IP issues—checklist.
This Practice Note raises issues that are pertinent to the purchase of assets in a business that has some valuable IP assets, rather than the acquisition of a technology, software or web-based business (for which IP is at the core of its business, and would require a more comprehensive series of IP-specific enquiries and protections). . For specific guidance on buying a software business, see Practice Note: Buying a software business—key considerations and for further discussion of the issues relevant to the IT aspects of corporate transactions, see Practice Note: Corporate transactions for IT lawyers.
In many respects the process and issues to consider will be the same no matter whether shares or assets are being acquired. There are some important differences, which are flagged, where relevant, below.
In basic terms, in an asset purchase, particular assets are bought from ‘the company’ itself as owner of those assets. In contrast, a share purchase involves the shares
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.