Due Diligence
Intellectual Property
IP Due Diligence for Business Owners, Buyers and Investors
When a deal is on the table, intellectual property can make or break it. Gurve Legal is a London-based commercial law firm advising businesses, directors and investors on IP due diligence, whether you are buying a company, selling one, raising investment, or entering a significant commercial arrangement.
We act on both sides of the table, for buyers and sellers, investors and targets, giving us a rounded view of how IP issues are raised, challenged and resolved in practice.
Done properly, due diligence gives you a clear picture of what you are acquiring or disposing of, where the risks lie, and how to address them before they become problems.
Our IP Due Diligence Services
IP Ownership and Title Verification
Before any deal completes, it is essential to confirm the IP being transferred is actually owned by the business. We investigate the chain of title for registered and unregistered rights and advise on corrective steps where gaps exist.
- Verification of registered IP ownership at the relevant registries
- Review of assignment and transfer documentation
- Identification of unregistered rights, including copyright and know-how
- Assessment of IP created by employees, contractors or third parties
IP Portfolio Review
We carry out a structured review of the target’s full IP portfolio, covering scope, validity and commercial relevance, giving buyers clarity on what they are paying for and sellers evidence to support their asking price.
Freedom to Operate Analysis
We assess whether the target business can continue operating its key products and brand identifiers without infringing third-party rights, particularly important in technology and product-based businesses.
IP Contracts and Licensing Review
Contracts involving IP can introduce hidden obligations or revenue opportunities that significantly affect deal value. We review licences, collaborations and technology agreements as part of the process, connecting naturally with our IP licensing and transfer work.
IP Warranties, Indemnities and Disclosure
We advise on IP-specific warranties and indemnities in sale and purchase agreements, and help sellers structure disclosure effectively to limit post-completion liability, as part of our broader mergers and acquisitions capability.
Investor-Ready IP Audits
For businesses preparing for investment or a trade sale, we carry out pre-transaction audits to identify and address weaknesses before a buyer conducts their own review, particularly valuable for owner-managed businesses where IP has grown organically.
Why Choose Gurve Legal
We Act for Both Sides of the Deal
Unlike firms that focus exclusively on buyers or investors, we advise sellers preparing their IP position ahead of a sale, and buyers and investors conducting their own review. This dual perspective means we anticipate the questions the other side will ask.
Commercial Advice for SMEs
Our work is focused on SMEs and owner-managed businesses where the stakes are just as high as large corporate transactions but the resources are different. We give clear advice proportionate to your deal and budget.
Integrated IP and Corporate Capability
Findings need to be reflected in deal documents, warranties and disclosure letters. Because we handle both IP and corporate work, our solicitors follow the thread from due diligence through to completion.
Clear Reporting Without the Jargon
We write clear, structured reports that identify risks, explain their significance, and set out the options available, so you know where you stand.
Frequently Asked Questions
What happens if a target company does not actually own its main trade mark?
This can be a serious problem and, in some cases, a dealbreaker, since the target cannot transfer rights it does not hold. Identifying this before completion is one of the main purposes of IP due diligence.
Can ownership gaps be fixed before completion?
Often yes, where the issue is straightforward, such as arranging for IP to be formally assigned to the target company before the deal completes. More complex issues may require renegotiation of terms.
Why does IP due diligence matter for smaller deals?
IP is frequently one of the most valuable assets in a smaller business, even where it has never been formally documented, making verification just as important as in larger transactions.
What is freedom to operate analysis?
It assesses whether a business can keep using its products, processes and branding without infringing third-party IP rights, which can directly affect trading value after completion.
Should sellers carry out their own IP audit before going to market?
Yes, ideally. Identifying and fixing weaknesses in advance avoids issues surfacing during a buyer’s due diligence, which can delay a deal or reduce its value.
Speak to Our IP Due Diligence Solicitors
Whether you are preparing for a business sale, reviewing a potential acquisition, or heading into an investment round, our team can help you understand the IP position clearly and protect your interests throughout.