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7 Cards in this Set
- Front
- Back
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What is a standstill provision? |
Prohibition of accumulating target stock in vetting an acquisition opportunity as part of a merger for a hostile tender offer |
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Where did the phrase due diligence arrive? |
Public underwriting
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What is a patent and what are DD concerns? |
Patent: A Grant from the government conveying and securing for an owner of an invention the right to exclude others from making, selling, offering to sell or importing the invention for 20 years. DD areas: invention assignment agreements for employees and ICs, staff edu, note books and logs of inventions by technical personnel in permanent ink, patent counsel engagement before doing any bring with a potential patent, notices on relevant products (e.g. patent pending S patent no.) |
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What are copyrights and what are DD areas? |
Copyright: copyright protection exists when there are original works of authorship in a tangible medium of expression that cannot be copied and when the owner of the copyright has exclusive rights around that work. Areas of DD: use of copyright/ownership assignment agreements with employees and ICs, edu, copyright notices on all docs with work of authorship, mark all web posts, obtain copyright registration for valuable works (e.g. consumer software / song lyrics). |
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What are trade secrets and what are areas of due diligence? |
TS include any valuable or confidential business information that enables one to gain a competitive advantage over competitors. Reasonable efforts to maintain secrecy are needed and TS’ are protected if they are generally not known in the industry.
DD areas include; pre DD work; NDAs and exit interviews with employees / ICs; non competes; non solicitation agreements; control of access to computers and highly sensitive materials which should be kept under lock and key |
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What are trademarks and what are areas of DD? |
Trademarks are any word, name, device, symbol, etc. used in a business to identify and distinguish a company’s profits and services. Trademarks designate source / origin of p/s, tradename designates company entity. This does not include generic terms.
DD areas: register TM, use mark properly, stop infringement, reserve marks, monitor online |
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General IP DD areas? |
- are CA / invention assignments obtained from all ICs/EMPs (and IC subcontractors)? - can the ownership of IP transfer under current arrangements from seller to buyer? - are licenses assignable, or do change of control provisions exist? - is software code (IP) protected and is it owned by Target? The right assignment agreements for IC/EMPs must be in place. - review of trademarks on website and in market to ensure correct usage and that trade secrets have been protected. |
