When due diligence matters
Intellectual property is often the reason a transaction happens and the area where the seller's description is least reliable. Before acquiring a company, investing in a venture, entering a joint venture or taking a licence in Iran, buyers and investors need to know whether the rights exist, who holds them and whether anything threatens them.
We carry out focused due diligence to the depth the transaction requires, from a rapid red-flag review to a complete report.
What we examine
- Registration status and renewal dates of trademarks, patents and designs
- Chain of title, assignments and ownership gaps
- Licences granted and received, and their key restrictions
- Encumbrances, pledges and pending disputes
- Copyright and software ownership, including contractor work
- Domain names and online assets
Common findings
Some issues appear again and again in Iranian intellectual property reviews. Trademarks are registered in the name of a founder, distributor or former subsidiary rather than the company being sold. Renewal deadlines have passed unnoticed. Software has been written by contractors without any written assignment. Licences contain change-of-control clauses that allow the licensor to terminate when the business is acquired.
None of these is unusual, and most can be resolved if they are identified early. The purpose of due diligence is to find them while there is still time to fix them, price them or protect against them in the transaction documents.
Internal IP audits
Companies also benefit from looking at their own position. An internal audit identifies rights that have lapsed or were never secured, ownership gaps created by contractors and partners, and assets that could be licensed or protected better. It is often the first step in building a strategy and a useful preparation for raising investment.
Reporting that supports decisions
Our reports are written for decision-makers. Each finding is ranked by importance and paired with a practical recommendation: a condition to completion, a warranty, an indemnity, a price adjustment or a corrective step after closing.
Working alongside your deal team
We work within the timetable of the transaction and coordinate with the corporate, tax and financial advisers on the deal. Findings are shared as they arise rather than only in a final report, so that negotiation points can be raised at the right moment. After completion, we can carry out the corrective steps identified in the review.
Common questions
How quickly can an IP due diligence review be done?
Timing depends on the number of rights and how quickly information is provided. For urgent transactions we can begin with a red-flag review covering the most valuable assets.
Can you review rights held outside Iran as well?
Our focus is the position in Iran. Where foreign rights are relevant, we coordinate with the client's advisers in other countries.
What happens if problems are found?
We recommend how to address each issue in the transaction documents or by corrective action, and we can carry out that work.