Wednesday, 23 December 2015

IP Issues in Corporate Transactions: a book review

IP Issues in Corporate Transactions: a Practical Guide to the Treatment of Intellectual Property in Acquisitions and Investments, is a multi-authored work which has been put together under consulting editor Neil Coulson (Baker Botts).  It is published by Globe Law and Business Ltd, which describe the book's substance thus:
As intellectual property and intangible assets play an increasingly important role in determining company value, it is more important than ever that businesses and their legal advisers are able to identify and understand the key issues surrounding intellectual property when negotiating and implementing corporate transactions.

This book provides comprehensive guidance to the treatment of intellectual property across the full range of corporate transactions, from initial deal preparation, through negotiating points, to post-closure considerations. Chapters cover intellectual property in the context of all types of merger, acquisition and joint venture, with specialist examination of the core IP sectors: telecoms and electronics, life sciences, media and entertainment, and fast-moving consumer goods.

Exploring such allied topics as IP valuation and the relationship between intellectual property and competition law, this guide will be a valuable tool to anyone involved in corporate transactions, of which intellectual property now forms such an integral part.
This is a big challenge for any book of only 200 pages, and it is an even bigger challenge for the reader since, shorn of an index and lacking a detailed list of contents that indicates what topics the reader might find in each chapter, it offers no means of finding the specific information the reader requires other than by reading large quantities of text.  More annoyingly, there is no table of cases, statutes and other legal materials cited. It surely cannot be acceptable to give a professional IP adviser a "valuable tool" that offers no convenient means of search and navigation.

This deficiency is all the more disappointing because the publishers have enlisted the services of some excellent and well-informed contributors, authors whose close familiarity with their allotted subjects and whose ability to communicate their understanding make the reading of the various chapters an informative and often enjoyable experience.  

Another disappointment, though this is something that may be felt more by the authors of this review than by the intended readership, is the relative absence of acknowledgement of the importance of contextualising corporate IP transactions within a world in which the success or failure of a deal may depend on the existence and exercise of third-party rights. Much emphasis is rightly placed on the need to gain a proper appreciation of the IP portfolio of one or (in the case of eg joint ventures) both parties to a transaction, but the big picture in which others hold rights too is given little attention other than in the context of standard-essential patents and FRAND licences.  Since a perfectly-structured and elegantly-executed IP deal can still turn out to be a commercial dodo on account of the positions taken by third parties with regard to their own IP portfolios, a chapter on what IP analytics can deliver would make a great addition to the next edition of this book.

More details of this book, which costs £135, can be obtained from its website here.

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