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Examining Ownership and Assignment of Intellectual Property Rights Produced by Independent Contractors

Examining Ownership and Assignment of Intellectual Property Rights Produced by Independent Contractors In the United States, ownership of intellectual property (IP) rights defaults to the inventor. In order for any transfer of rights to be effective, a clear written assignment must be made between the parties. Even the work [...]

By |2023-11-09T04:22:19-08:00November 13th, 2015|

How Freedom to Operate Informs Deal Values in IP-Heavy Industries

How Freedom to Operate Informs Deal Values in IP-Heavy Industries In transactions involving research-centric businesses like biotechnology firms or pharmaceutical companies, the intellectual property (IP) assets of the target are the focus of the deal. The terms of a proposed acquisition are directly affected by the relative strength and [...]

By |2023-11-10T15:02:18-08:00November 11th, 2015|

One-Step Mergers

One-Step Mergers One-step mergers are a traditional method for acquiring public companies. The target, acquiring company, and a subsidiary of the acquiring company execute a merger agreement that contains various listed conditions. Once those conditions are satisfied, the subsidiary will merge with the target company, and the target becomes [...]

By |2023-11-10T15:01:06-08:00November 11th, 2015|

The Rise of Tender Acquisitions

The Rise of Tender Acquisitions Two years ago, the Delaware General Corporation Law (DGCL) was amended in a way that has dramatically changed the use of tender offers. Historically, tender offers were the province of hostile takeover bids. Acquirers of public companies could greatly accelerate the takeover timetable and [...]

By |2023-11-10T15:00:27-08:00November 9th, 2015|

Choice of Entity for Biotech Startups

Choice of Entity for Biotech Startups A key decision for any startup is which entity type to choose—and choice of entity for biotech startups is no exception. The primary advantage of forming a legal business entity is to shield the personal assets of the owners from the liabilities of [...]

By |2023-11-10T15:00:05-08:00November 9th, 2015|

ERISA Fiduciaries Must Monitor Retirement Plan Investments

ERISA Fiduciaries Must Monitor Retirement Plan Investments The United States Supreme Court has issued a reminder to plan fiduciaries responsible for selecting investment options available to participants in employee benefits plans subject to ERISA. Any such fiduciary has an ongoing duty to monitor the total performance of plan investments, [...]

By |2023-11-10T14:59:29-08:00November 6th, 2015|

Private Placements: The Advantages of 506(c)

Private Placements: The Advantages of 506(c) Companies seeking to raise capital through a private placement have long preferred to proceed under Rule 506 of Regulation D of the Securities Act of 1933. Regulation D provides a safe harbor for private offerings, with three separate registration-exemption schemes governed by Rules [...]

By |2023-11-10T14:58:47-08:00November 4th, 2015|

CGL Insurance: The Basics

CGL Insurance: The Basics A previous post discussed why Commercial General Liability (CGL) Insurance policies typically do not cover the costs of intellectual property (IP) rights infringement claims. However, CGL Insurance is still an essential component of any ongoing business operation because it protects the assets of the business [...]

By |2023-11-10T14:57:49-08:00November 2nd, 2015|

Avoiding Rescission Exposure in a Private Placement

Avoiding Rescission Exposure in a Private Placement Private placements can be a great vehicle for raising money to infuse a business with much needed capital while avoiding the formalities of a public offering. Many businesses that lack the contacts to secure sufficient attention and investment from a venture capital [...]

By |2023-11-09T21:04:18-08:00November 2nd, 2015|
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