Technology Transactions

We Identify and Assess Critical Issues That Technology Companies Face

We have over 60 licensing/transaction attorneys devoted full-time to counseling, drafting, and negotiating technology transactions and often acting as "outsourced general counsel" for technology companies.

We have deep knowledge in analyzing the transactions that are critical to any technology company, including:

  • Customer, reseller, VAR and OEM agreements
  • In-bound software and technology licenses and acquisitions
  • Outsourcing and manufacturing agreements
  • Patent licensing
  • University licensing
  • Strategic alliances and joint ventures
  • Standards bodies

We conduct detailed due diligence investigations regarding IP ownership and related issues in connection with internal IP audits, offerings, mergers and acquisitions and strategic transactions.

We also have extensive experience with university and research institute licensing, representing numerous top-tier research organizations across the globe on patent and other IP licensing issues, as well as regular negotiation with OTTs on behalf of private company clients.

With extensive knowledge and deal experience, our licensing team is able to quickly identify and assess issues that are critical to the value of the businesses of technology companies.

Our Approach to Transactions

Tailored to meet each client's unique transaction needs, our approach includes:

  • Applying the right Fenwick & West experts to transactions—Corporate, Securities, Tax, Antitrust, IP, Benefits, Licensing and Litigation personnel will be consulted to optimally structure, diligence and negotiate the transaction
  • Integrated IP due diligence that facilitates integration of acquired technologies, in-bound licenses and channel/customer contracts
  • Experts remaining involved as needed throughout the transaction and after closing to ensure efficient integration
  • Right-sized deal teams, depending on transaction type and complexity. Deal teams range from two to 20+ members.
  • Crisp, coordinated communication with in-house Business Development and Legal teams on evolving transaction issues and diligence findings

Due Diligence

Our due diligence analysis is performed with a clear understanding of the business drivers in a deal—what target assets are most valuable; what synergies the acquirer expects to achieve.

Our firm's depth of experience in IP portfolio analysis and litigation—for a broad range of clients and technologies—gives us immediate familiarity with many of the IP portfolios that are asserted against target companies in numerous industries. Because of our IP expertise, client base and long history of working with technology innovators, we can often provide rapid insight into risk exposure early on in diligence.

Due diligence with integration in mind

Our deal focus extends well beyond price and terms. We use the due diligence process to identify and anticipate integration issues in a way that does not add cost or delay to the transaction. We capture information to provide a smooth knowledge transfer following the closing and we provide continuing support for an efficient and successful integration effort.

How we do it

  • Due diligence action plans: Customized for each client and tailored further for each deal, covering key value and risk-drivers in each area of inquiry
  • Expert due diligence teams: We utilize experienced subject matter experts to review key issues and leverage the information sourced by junior attorneys
  • Proprietary process: Every attorney is trained on our proprietary information capture, analysis and reporting practices—developed and honed over hundreds of deals—so that we provide consistent, top quality services on every deal
  • Reporting and integration: Reports are continually provided throughout the transaction—in the format most useful to the client—from early assessment conferences and online status charts to integration-ready reports for direct input to contract management and patent portfolio databases

Commentators note Fenwick's technology transactions team as "solutions-oriented" and "very capable, diligent, responsive and proactive," with "excellent ability to digest technical and complex information."

⁠The Legal 500

2019 Edition


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