Due Diligence

Harness Dickey identifies the issues that enable our clients to leverage more favorable and prudent corporate deals. Whether we are called upon to exercise due diligence or seller’s side reverse due diligence, we deliver meticulous, practical, business minded and poignant research and analysis.

Frequently, clients acquire a company or a technology from another company, where the true value of the acquisition derives from the revenue and market share attributable to products that are protected by intellectual property. A proper IP due diligence analysis will reveal potential minor or much more serious defects in the property rights that you are buying or selling, as well as threats from intellectual property held by competitors. Monetization questions regarding intellectual property are often at the core of these transactions: What are you really buying (or selling)? Do you really want to make this investment in the face of a competitor’s existing IP portfolio? Regardless of the magnitude, the answers to these questions can and typically should be leveraged in the negotiation, whether to procure a reduction in price or some other concession.

Sometimes the analysis will reveal problems that can and should be fixed — right away. Our attorneys offer diverse scientific and engineering backgrounds and decades of expertise in performing due diligence risk assessments. A number of our partners have served in prominent in-house positions, so we understand the decision process that you’re going through. We are able to match attorneys with the appropriate scientific or engineering background to the challenge confronting you and your organization. We are also known for exceptional negotiation tactics that often result in favorable and relationship affirming results for our client.

Any issues that we identify allow you to reconsider the transaction, negotiate into the transaction contingency provisions to ensure the protection of your investment, and/or seek a better deal. We see many instances, particularly in deals for which we were not involved and unfortunately after the deal was inked, that the IP due diligence assessment was carried out only superficially and was limited, creating serious and expensive problems going forward.

At Harness Dickey, we have partners who focus primarily on IP due diligence assessments. They spend substantial amounts of their time performing such analyses and have developed tools to assess IP portfolios. This approach enables us to perform more thorough and effective assessments for our clients. Moreover, our substantial experience in this area fosters better efficiency throughout the process, which often saves both time and money. In addition, we often work with general practice firms that handle the non-intellectual property aspects of a deal, and we are greatly appreciated for our ability to work constructively as a seamless team.

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