Intellectual property acquisition and valuation strategy for a CAC 40 industrial group
Background
In highly competitive industrial sectors, innovation is a key driver of competitiveness. The goal was to stimulate innovation to gain productivity advantages over competitors. Three challenges had to be addressed in parallel: identifying and valuing internal development, in particular by creating or taking equity stakes in dedicated companies; acquiring and integrating technologies from other jurisdictions, both commercially and from a regulatory standpoint; controlling technologies developed jointly with other operators.
Our work: four coordinated workstreams
Acquisition due diligence. IP due diligence on identified targets: title to the assets, reconstruction of the chain of title, past and pending litigation, contractual constraints attached to the IP, technical dependencies and licenses already granted.
Acquisition agreement negotiation. Drafting and negotiation of IP assignment and purchase agreements, calibration of representations and warranties specific to intangible assets, earn-out mechanisms indexed to the future performance of the acquired asset, coordination with transitional licenses required for operational continuity.
Structuring of holding vehicles. Incorporation of spin-off companies designed to hold the acquired assets, organization of intra-group relationships, contractual treatment of royalty flows between the parent company, the dedicated vehicles, and the operating subsidiaries.
Valuation and forward-looking protection. Legal framework for the valuation retained for each asset, additional filings to consolidate the group's position, mid-term defense and exploitation strategy, coordination with disclosure obligations applicable to listed companies regarding intangible assets.
Outcome
The program led to several successive acquisitions, joint developments on cutting-edge technologies, and the creation of vehicles dedicated to exploiting the technologies. Strategic partnerships were implemented, accelerating technology adoption, scaling production, and securing productivity gains.
Other matters
An initial consultation is enough to assess whether we are the right counsel.
You set out your project. By the end, you will know whether one of the four services fits, or whether we should direct you elsewhere. EN or FR, Paris or New York, confidential.
