Harper James advises ambitious businesses on the intellectual property issues that shape acquisitions under the laws of England and Wales. For a buyer, IP due diligence confirms what the target owns, what it is permitted to use, and which rights support future revenue.
Begin with a written IP schedule covering trade marks, patents, registered designs, copyright, software, domain names, databases, confidential information and know-how. Match each asset to the products, services and customers that generate value. Check registration details, renewal dates, territories, ownership records and any opposition or infringement history. For software businesses, review repositories, development documentation, open-source components, licence obligations and software supply-chain controls. AI-generated content and tools require particular attention because ownership, permitted use and training-data restrictions depend on the facts and the relevant licence terms. Use this practical due diligence resource alongside the transaction checklist.
A company often uses more IP than it owns. Review employment contracts, contractor agreements, consultancy terms and founder arrangements for effective IP assignment and confidentiality provisions. Confirm that assignments cover future rights, moral rights waivers where appropriate, and the territories and technologies relevant to the business. Identify third-party licences, distribution arrangements, franchise rights, university collaborations and customer contracts that restrict transfer, sublicensing or a change of control. A missing assignment, consent or renewal is a transaction issue, not an administrative footnote.
Classify each issue by value, urgency and remedy. A buyer can require missing assignments before completion, obtain a third-party consent, adjust the price, or accept the risk with a specific warranty, indemnity or retention. In a share purchase, the buyer generally acquires the company with its assets and liabilities, so the disclosure letter and sale agreement need precise protection. In an asset purchase, the transfer documents must identify each IP right and associated contract, and registrations often require separate recordal steps. Build completion actions into the timetable, including domain transfers, licence notices, Companies House matters where relevant, and access to repositories and credentials.
A focused review tests the IP that supports revenue, product differentiation and regulatory or customer commitments first. A larger investigation is justified where the target relies on proprietary software, a strong trade mark portfolio, patent rights, data-intensive products or complex licensing. Harper James can structure the review around the acquisition timetable, coordinate IP findings with corporate, commercial, data protection and employment diligence, and turn the results into specific SPA drafting points. The practical output is a risk-ranked action list, not a file of unchecked documents.