Intellectual Property in Mergers & Acquisitions

Intellectual Property in Mergers & Acquisitions

Tomoko Saiki (Saiki Patent, Japan)
Copyright: © 2014 |Pages: 9
DOI: 10.4018/978-1-4666-5202-6.ch117
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Background

M&A strategies and management have been discussed as a theme of M&A studies. The area of M&A management includes the process of pre-acquisition management and post-deal integration, the human side of M&A activity, the cultural issues at stage, knowledge related perspectives, or advertising/marketing or media perspectives to M&A (Cartwright, Teerikangas, Rouzies, & Wilson-E, 2012). M&A include various processes including due diligence, in which IP or IPR is involved. M&A performance has been evaluated by different measures including patent data (Meglio & Risberg, 2011; Stiebale, 2010; Bertrand, 2009; Lee, Lee, & Wu, 2011; Ida, Sumikura, & Nagata, 2009). It has been suggested that IPR issues should be connected to performance and success measures (Candelin-P., Sandberg, & Mylly, 2012). Patents are a part of IP and are essential for manufacturing firms. Many researchers use patent data in their evaluation of M&A performances (Takashima, Nakamura, Nagaoka, & Honjo, 2009; Ornaghi, 2009; Valentini, 2012; Onishi & Nagata, 2010; Shimanuki & Saiki, 2012). Their discussions do not include a discussion relating to IP or IPR management itself.

The management of IP includes a) assessing, measuring and auditing IP portfolios; b) the valuation of IP; and c) the managing of IP assets in a manner that involves more than just protecting and enforcing IP (Hanel, 2006; Xu, 2009). The IP Management Department of a firm is responsible for both the internal management of IP, such as patent applications, confidentiality and IP awareness; and the external management of IP, including patent licensing and litigation (Pitkethly, 2001). Large-scale manufacturers generally have an IP Management Department. The IP Management Department of a firm is necessarily involved in the processes of due diligence and integration during M&A. Discussions about the role of an IP Management Department during M&A are reported to be necessary with regard to IP management in M&A (National Center for Industrial Property Information and Training, 2009).

Previous papers have discussed the M&A process but their discussions are not from the practical viewpoint of the IP Management Department. It has been reported that the comprehensive purpose of M&A is deemed to be the improvement of firm value and, more specifically, this can include a) seeking scale merit by an enlargement of share or scale, b) creating a way to enter a new field of business, or c) the enlargement of the scope under a firm’s control by vertical integration. The purposes of M&A are mainly grouped into the following three categories (The Third Sub-committee of the Second Intellectual Property Management Committee, 2011):

Key Terms in this Chapter

Intellectual Property (IP): Creations of the mind including inventions, literary and artistic works, marks and design used in commerce.

Intellectual Property (IP) Management Department: A department of firms, universities and so on for management of their intellectual property (IP).

Intellectual Property (IP) Due Diligence: An investigation process to evaluate a target firm’s intellectual property (IP) assets in mergers & acquisitions (M&A).

Intellectual Property Rights (IPRs): Rights which govern the legal protection or exploitation of intellectual property (IP).

Intellectual Property (IP) Management: Management including protecting, enforcing and valuating intellectual property (IP) and assessing, measuring and auditing intellectual property (IP) portfolios.

Steps of Mergers & Acquisitions (M&A): Steps in the process of mergers & acquisitions (M&A) advancing from the planning of the M&A strategy, as the first step, to integration in the end.

Intellectual Property (IP) Integration: Transfer or integration of the acquired firm’s intellectual property (IP) assets and their rights of use into the consolidated firm.

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