Notes + News
At the 2018 Annual Meeting James Larson organized and moderated a joint committee meeting on international IP transactions with the IP Practice in Japan, IP Practice in the Far East, IP Practice in Israel, and IP Practice in Latin America Committees. Several IP attorneys, each speaking about a different country, addressed issues that arise in cross- border transactions, comparing differences in law, such as IP ownership provisions, assignment language, and contract provisions, along with cultural considerations. The session was informative and well attended and James deserves our thanks.
The Mergers and Acquisitions Committee is planning to follow up that session with a series of monthly conference calls, each concentrating on cross-border M&A transactions with a particular foreign country. Any AIPLA member with suggestions for topics or speakers, or who would like to help coordinate the sessions, is welcome to contact Katherine Koenig or Stanton Weinstein.
For those of you attending the 2019 AIPLA Mid-Winter Institute in Tampa, FL on January 30 - February 2, our Vice Chair, Katherine Koenig, has arranged for Joseph Gustavus from the firm Miller Canfield (see https://www.millercanfield.com/JoeGustavus) to talk about ITAR and export control issues, as well as Committee on Foreign Investment regulations and how that might affect foreign M&A deals. The MWI will be at the Tampa Marriott Waterside Hotel & Marina.
Finally, At the 2019 Spring Meeting in Philadelphia, PA, on May 15, the Mergers and Acquisitions Committee will have a Joint Committee CLE with the IP Transactions Committee on startup stock ownership. I am coordinating this session with Peter Mims. We are seeking speakers for the following bulleted topics; anyone interested in speaking on either of those topics should contact Peter or myself.
• Pick Your Equity. An overview of the different types of equity that can be granted in exchange for investment funds and/or IP including, convertible notes, common stock, preferred stock, options and warrants. Cover tax, dilution, etc. This overview will also provide a walk through for a few different sample capitalization tables that include IP contributions.
• Accomplishing an Acquisition. Often, a relationship between a startup and a larger entity is consummated with the acquisition of the startup, such as by the larger entity. The larger entity may have invested in the startup, or may have provided guidance and support. In this portion of the presentation, the requirements of the various stages of the transaction are considered with emphasis on the concerns arising when a startup is to be acquired by a larger corporation or similar - initial contacts and exchanges, specialized NDA, due diligence concerns, transaction documents, and the aftermath.