Due Diligence
Intellectual Property
- Intellectual property due diligence for mergers, acquisitions and investments.
- Identifying IP risks and opportunities during business deals.
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 advises London businesses, directors, and investors on all aspects of IP due diligence, whether you are buying a company, selling one, raising investment, or entering a significant commercial arrangement where IP is at stake.
Our solicitors work across both sides of the table. We act for buyers and sellers, investors and targets, giving us a rounded view of how IP issues are raised, challenged, and resolved in practice. For SMEs and owner-managed businesses, getting this right before completion can protect both the deal value and your personal position after the event.
IP due diligence is not just about ticking boxes. Done properly, it 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 that the IP being transferred or relied upon is actually owned by the business. We investigate the chain of title for all registered and unregistered rights, identify any gaps or discrepancies, and advise on what corrective steps are needed.
- 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 and Valuation Support
We carry out a structured review of the target’s full IP portfolio, covering the scope, validity, and commercial relevance of each right. This gives buyers a clear understanding of what they are paying for, and gives sellers the evidence to support their asking price.
- Review of trade marks, patents, design rights, and copyright
- Assessment of geographical coverage and remaining protection periods
- Identification of lapsed, disputed, or potentially unenforceable rights
- Support for IP valuation discussions with corporate advisers
Freedom to Operate Analysis
We assess whether the target business can continue to operate its key products, processes, and brand identifiers without infringing third-party IP rights. This is particularly important in technology, software, and product-based businesses where third-party IP exposure can directly affect trading value.
- Review of key commercial products and processes against third-party rights
- Trade mark clearance checks for brand identifiers
- Assessment of existing or threatened IP disputes
- Advice on risk mitigation and deal structuring where conflicts are identified
IP Contracts and Licensing Review
Contracts involving IP can introduce hidden obligations, restrictions, or revenue opportunities that significantly affect deal value. Our solicitors review all relevant IP agreements as part of the due diligence process, including licences, collaborations, and technology agreements. This connects naturally with our wider IP licensing and transfer work.
- Review of IP licences, both inbound and outbound
- Assessment of exclusivity, sublicensing, and termination provisions
- Identification of change-of-control clauses that could affect the transaction
- Review of software, data, and technology agreements
IP Warranties, Indemnities, and Disclosure
We advise on the IP-specific warranties and indemnities in sale and purchase agreements, ensuring our clients are protected from risks that due diligence has identified or could not reasonably uncover. For sellers, we help structure disclosure effectively to limit post-completion liability. This forms part of our broader mergers and acquisitions capability.
- Drafting and negotiating IP warranties and indemnities
- Preparation and review of IP disclosure letters
- Advice on warranty and indemnity insurance where relevant
- Post-completion IP transfer and recordal support
Investor-Ready IP Audits
For businesses preparing for investment or a trade sale, we carry out pre-transaction IP audits to identify and address weaknesses before a buyer or investor conducts their own review. This is particularly valuable for owner-managed businesses and SMEs where IP has grown organically and may not have been formally documented or protected. Our trade mark and patent teams can act on any issues identified during the audit.
- Full audit of registered and unregistered IP assets
- Identification of gaps in protection or documentation
- Remediation advice ahead of a transaction or funding round
- Presentation of IP position for investor or buyer review
IP Due Diligence for Specific Transaction Types
We advise on IP aspects across a range of transaction structures, including share sales, asset sales, management buy-outs, joint ventures, and investment rounds. Our corporate and commercial teams work alongside our IP solicitors to deliver joined-up advice. For businesses entering joint ventures or franchise arrangements, IP due diligence is a critical early step.
- Share and asset sale transactions
- Management buy-ins and buy-outs
- Investment rounds and venture capital transactions
- Joint ventures, licensing deals, and franchise arrangements
Why Choose Gurve Legal
We Act for Both Sides of the Deal
Unlike firms that focus exclusively on buyers or investors, Gurve Legal advises on both sides of commercial transactions. We act for sellers preparing their IP position ahead of a sale, and for buyers and investors conducting their own review of a target’s IP. That dual perspective means we anticipate the questions the other side will ask, and structure our advice accordingly.
Commercial Advice for SMEs and Owner-Managed Businesses
IP due diligence advice is often written for large corporate transactions with dedicated in-house legal teams. Our work is focused on SMEs, owner-managed businesses, and growing companies where the stakes are just as high but the resources are different. We give clear, practical advice that is proportionate to your deal, your timeline, and your budget.
Integrated IP and Corporate Capability
IP due diligence does not sit in isolation. Findings need to be reflected in deal documents, warranties, and disclosure letters, and issues may need to be resolved through registration, assignment, or renegotiation of contracts before completion. Because Gurve Legal handles both IP and corporate work, our solicitors can follow the thread from due diligence all the way through to completion and post-deal implementation.
Clear Reporting Without the Jargon
A due diligence report is only useful if the people reading it understand what it means and what to do about it. We write clear, structured reports that identify risks, explain their significance, and set out the options available. Whether you are a director reviewing a target acquisition or an investor assessing a funding round, you will leave the process knowing where you stand.
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 the transaction. We work with SMEs, owner-managed businesses, and their advisers across a wide range of deal types and sectors.
Contact Gurve Legal today for a free initial consultation.