"Technology Due Diligence"

In today’s high-tech environment, even low-tech companies are dependent on an ever increasing array of technology, ranging from customer relationship management software, to corporate networks, to information processing and storage systems. One need only reflect on the universal fear induced by the RIM/BlackBerry case to appreciate how technology-dependent companies have become.

Consequently, when it comes to selling or acquiring a business, intellectual property and technology issues, including business continuity and systems’ availability, are core concerns.

This article examines: key technology due diligence issues sellers and buyers should consider in advance of a transaction to avoid potentially disruptive problems; issues that arise when negotiating deal documents; ways to ensure a smooth transition of business operations; and ways to incorporate deal points into the transaction documentation. By focusing on appropriate issues early and approaching the deal from the correct perspective, the intellectual property and technology aspects can proceed smoothly.

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