IP and IT aspects of intra-group reorganisations
Produced in partnership with Boyes Turner LLP
IP and IT aspects of intra-group reorganisations

The following IP practice note produced in partnership with Boyes Turner LLP provides comprehensive and up to date legal information covering:

  • IP and IT aspects of intra-group reorganisations
  • Identifying and valuing intellectual property rights
  • Which company should ideally own the intellectual property rights?
  • What is the reason for the restructuring?
  • Is part of the group being sold off?
  • Is the structure being streamlined so one company owns all IPRs?
  • Are some companies in the group to be dissolved?
  • Intra-group assignments/licences
  • Further practical considerations

Broadly speaking, an intra-group reorganisation involves the movement of assets between companies within the same group. The reorganisation may necessitate the creation of new companies within the group and the liquidation of old ones. This Practice Note examines the key IP and IT issues to consider in an intra-group reorganisation scenario, including relevant licensing considerations.

While intra-group reorganisations are, by their very nature, internal arrangements, it is important that they are carried out with due consideration. Failure to take appropriate care may jeopardise the value of assets, the feasibility of future reorganisations or the potential for future transactions with third parties, and incur unwelcome tax liabilities.

An intra-group reorganisation can take many different forms ranging from the straightforward to the very complex. The structure of the reorganisation will be largely determined by the reason(s) behind it. Common reasons for intra-group reorganisation include:

  1. the impending sale of the whole or part of the group of companies

  2. initial public offerings (IPOs)

  3. the integration of recently acquired companies, and

  4. simply streamlining a group’s structure

Any reorganisation needs to be considered from a number of angles including:

  1. tax

  2. pensions

  3. directors’ duties

  4. administration issues

  5. accounting

However, this Practice Note focuses on IP and IT considerations, which are frequently overlooked in the early stages. A key element of a practitioner’s role should be to ensure this is not the case and the value of

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