Caveat Emptor or 'Let the Buyer Beware': Applying Diligent Investor Principles to Trademark and Copyright Issues in Mergers and Acquisitions

摘要

A fundamental premise in analyzing trademark and copyright issues in merger and acquisition transactions is the importance of due diligence. An investor seeking to maximize the value of a transaction should conduct robust due diligence to determine the risks and benefits associated with the assets to be acquired.The diligent investor, whether a potential merger partner or a potential acquirer, should take the Latin maxim caveat emptor or let the buyer beware to heart when assessing the complete value of a potential transaction. While the diligent investor principles presented herein potentially relate broadly to various forms of intellectual property, including patents, the focus in this article is on trademarks and copyrights and a discussion of trademark and copyright law from the US perspective. As trademark and copyright laws differ from country to country, appropriate action may require tailoring depending on the home country of the target company or when the target company has a portfolio that includes non-US-based trademark and copyright assets; however, the general principles regarding diligent investment should remain the same.