Whenever you’re thinking about undertaking a merger or acquisition, there are various things to consider before you make the initial approach. For IP departments, the first port of call should probably be an external IP consultant experienced in helping companies manage deals.
There are several key reasons why this approach is likely to save you time, money and risk.
Engaging an external consultant means you are bringing someone into the process with a skill set dedicated to the task at hand, and with a keen sense of what makes for successful merger and acquisition strategies. More than that, they are likely to have experience of similar deals with similar companies, so can help you avoid potential mistakes in the process. Finally, having someone involved who is independent from your internal decision-making processes may well help you make better decisions. Sometimes it can be difficult for people within a company to stay objective, and there is a danger of making decisions based on how you want things to be rather than based on how they are. An external IP consultant can help mitigate that risk.
If you’ve decided to target a company for acquisition, it’s a safe bet that one of the reasons (at least for your IP department) will be the value of its IP portfolio. You will probably have a sense of what that value is, certainly in as far as the value in the marketplace of a given trademark, for example. However, an external IP consultant can help you make that valuation decision more robust, giving you a wider perspective on the industry and your place within it (and the place of the target company too), and analysing available documentation to let you know what’s truly valuable and what isn’t.
Sharing the load
You may be totally clear on the rationale for a particular deal, and it can often be too easy to be dragged along into a kind of groupthink about a particular target. After all, once a company has started down the track of making an acquisition, the impetus heads in one direction. When the process is underway, it takes a very strong voice to push against it. After all, no one wants to be the person who has to tell their boss that a course of action doesn’t make sense. Having an external IP consultant in place allows for your own reservations or endorsement of a particular deal to be challenged and tested. And then, it allows your ultimate conclusions to be corroborated by a third-party expert. This is likely to make those internal conversations far easier, should you need to be a ‘strong voice’!
One thing that can surprise people involved in mergers or acquisitions is the sheer volume of tasks that need to be completed as part of any deal. On pure IP matters alone, there are countless tasks, ranging from a comparative analysis of portfolios to, once the deal is complete, assigning the assets to the new company. This can involve considerable cost and time. Having an external partner who can help you plan and execute these tasks will save you a lot of anxiety, and ensure that you do things correctly. Talking to the consultant early in the process will give you a sense of what’s required, and help you plan how best to do it as a practical matter.
Perhaps the single biggest issue facing IP departments involved in a merger or acquisition is managing internal resources and budget to achieve the best outcome without spending too much money or taking people away from their day-to-day tasks. Engaging an external IP consultant helps navigate this issue in two important ways: first, it allows you to establish the level of resource you’ll require to complete the work; and second, it can save you resources. In most cases, an external consultant will save you money at the same time as decreasing your internal burden. They can perform the time-consuming but essential tasks related to the deal in a time frame which you’re happy with.
When it comes to a merger or acquisition, the message is to play to your strengths. An IP department exists to manage, develop and enforce a company’s IP, not to get bogged down in every last detail of a transaction. In the long run, an IP consultant will help you focus on the core of your responsibility, ensuring that, no matter what happens in the merger, you are able to deliver the skills you get paid for to your business.