The main types of intellectual property are patents, trade secrets, copyrights and trademarks. Copyright entails the economic rights, which are granted to the makers of artistic works, and illiteracy works. This includes the right to reproduce, make copies or display their work, poems, novels, films, music and architecture. This right also protects cultural value. This right also covers sound recordings and computer programs. The Berne convention of 1986 brought together nations that recognize copyright works. This convention protects copyright work for the life of the author, plus 50 years.
The enforcement of the work is as soon as it exists. Usually no formal registration is required to protect the work. When it comes to international enforceability, copyright laws that are abridged are prosecuted in courts of law. Anyone who wants to use someone’s work must also get copyright permission from the publisher or the author. A patent is defined as a contract between society and the investor or creator of the work. Patents therefore protect technologies and inventions whereby the investor is given exclusive rights and no one can use, make or sell the invention/technology for up too 20 years.
Patents are however not easily guaranteed and registration takes even three years and is quite expensive. The courts of law have the responsibility of ensuring that patents are respected. International enforceability is therefore administered by the court system whereby anyone who breaks the patent is held responsible and fined accordingly. Trade secrets refer to information that is used in business, which is of great economic value. Trade secrets usually protect formulae for products for example drinks, advertising, strategies, databases or distribution lists.
They are usually protected for a long time and neither do they require any formalities or procedures to be registered. They are however, expensive. Trade secrets are normally enforced legally or access to private and confidential information is limited to a minority of employees. Legal action is undertaken at an international level to enforce the application of trade secrets. Trademarks are signs or indicators that distinguish goods or services of a specific company. They therefore protect goods and services of particular enterprises. Trademarks are usually registered so that they can be enforced. Their registration is however renewable.
Trademarks of various sports are also protected. Trademarks are usually enforced internationally through courts of justice ( http://usinfo. state. gov/products/pubs/intelprp/ ) Patents are enforced by following article 2 of the Paris Industrial Property Convention which imposes a law for the contracting states(ttp://books. google. com). Mergers and acquisitions involve the aspect of corporate finance and management which usually engages in the selling, buying and combining of companies that aid, or can finance a company without creating another business. When acquiring a company the following steps should be put into considerations.
1. First of all ensure that all the accrued expenses, liabilities and accounts are payable. This will give provide the assurance that if the company is acquired it will not be a liability as the expenses will be easily paid off and all debts be cleared easily. 2. The amount of money needed to successfully acquire the company should be quantified and the total transaction cost be known. This includes all monies that will be required to be paid to the relevant lawyers processing the acquisition, all emergencies be catered for so that the acquisition becomes a success. 3.
The “Business Cost” should also be quantified to facilitate the successful acquisition. This actually looks at the real value of the business that you want to acquire It takes into account the assets and the available stock and its worth. All licenses and customer contracts should be thoroughly reviewed to establish out of market terms. Ensuring that the company is eligible to operate legally will make the acquisition smooth and avoid brushing shoulders with relevant authorities which could be suicidal to the whole process. 5. Ensure that all the human capital as well as the intellectual property is intact and in good condition and place.
The sales pipeline should be tested and confirmed whether it is okay. Acquisition of faulty assets can be costly, so it’s important to also be aware of all intellectual property so that you do not perpetrate their enforcement laws. 6. Severance arrangement with the target management should be thoroughly reviewed and negotiated effectively. This will create an understanding between the employees and be able to understand their fate. The management will therefore have to inform their employers about the acquisition and what they expect. 7. Third party agreements that need to be restructured should be identified in advance and restructured.
They could be suppliers, company advocates and any other parties that are involved indirectly with the dealings of the company. All of them need to be aware of what Is happening and review their contracts and agreements. 8. At this stage test the acquisition structure, this has been proposed as this will help in pricing the offer. Finally do not shy away from the transaction and abandon it. Instead take the challenge and acquire the company.
http://dealattorney. blogspot. com/2008/01/trouble-tech-company-duediligence. html