IP Due Diligence for M&A & Investments

Overview

Intellectual property is frequently the primary value driver in technology acquisitions, brand-led consumer deals, and pharmaceutical transactions — yet IP due diligence is the area most commonly under-resourced in Indian M&A practice. A target company's patent portfolio may include rights owned by founders personally rather than the company, licensed-in technology with change-of-control restrictions, or registrations that are vulnerable to third-party cancellation. Corpus Juris Legal conducts thorough IP due diligence for acquirers, investors, and target companies preparing for transactions. Our review covers the full IP asset inventory — patents, trademarks, copyrights, designs, domain names, trade secrets, and software — across ownership, encumbrances, validity, enforceability, and third-party challenges. We identify change-of-control provisions in IP licences, employee invention assignment gaps, open source software licence compliance issues, and regulatory IP obligations under sector-specific frameworks. Due diligence outputs are structured as risk-rated reports with clear transaction implications — not exhaustive registers that leave the client to determine what matters. For outbound transactions where an Indian company is acquiring international IP, we coordinate with local counsel to cover non-Indian registrations.

Key Service Components

• ◆IP asset inventory compilation — patents, trademarks, copyrights, designs, domains
• ◆Ownership chain verification and assignment gap identification
• ◆IP licence review — scope, exclusivity, sublicence rights, change-of-control provisions
• ◆Employee IP assignment and contractor IP ownership audit
• ◆Open source software component audit and licence compliance review
• ◆Patent validity and third-party challenge risk assessment
• ◆Trademark registration status and opposition/cancellation risk review
• ◆Trade secret protection audit — confidentiality agreements and access controls
• ◆Domain name portfolio audit and cybersquatting risk identification
• ◆IP due diligence report — risk-rated with transaction implications

Our Approach

Our IP due diligence reports are designed to be useful — every identified risk is rated, every red flag comes with a recommended mitigation or contractual protection, and the executive summary is written for the investment committee, not the legal file. We coordinate IP findings with the broader M&A legal due diligence to ensure risks are presented in transaction context.

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