The corporate considerations involved with business transactions often do not fully consider Intellectual Property (‘IP’), particularly when they principally involve ‘other’ areas of law. However, IP is, in fact, considered and factored into the U.S. Bankruptcy Code and its associated court proceedings. Of note, acquirers of bankruptcy-covered assets (of debtor) in a
Section 363 sale, for example. Specifically, section 363 permits debtors to sell property, including IP, of the bankruptcy entity. Assets may be sold ‘free & clear’ of liens and other claims, with a clean title covered by a court order.

Accordingly, IP and its deployment and use may be a valuable asset to be acquired. There may be actually technology (patents, copyrights and know-how) itself, as well as ‘licenses’ to use similar assets. The acquirer can exercise those rights of the debtor. Therefore, due diligence of those IP assets should be undertaken so that a potential acquirer can understand precisely what
technology is available and was license rights are exercisable.

There are a myriad of IP-related issues that must be considered in bankruptcy proceedings. Therefore, it would be most prudent to have a comprehensive IP audit performed that clearly identifies and sets out the obligations and rights associated with those IP assets.

After observing a long-felt need for integrated intellectual property (“IP”) and taxation and technology management
services, The Lilley Law Firm was formed as an innovative approach to managing and performing the myriad of
activities surrounding enterprise management.