mARCH 2012 76 Legal Focus www.lawyer-monthly.com

IP issues within M&A USA

Dr. Dariush Adli

Domestically, the firm has an unrivaled record of success. Over the past two years, our attorneys have prevailed in two trials, obtained two summary judgment grants, a preliminary injunction and enhanced damages for clients. We are currently preparing for trials this year in three high profile, high stakes, lawsuits, with tens of millions of dollars at stake. Two of these cases are pending in the International Trade Commission (ITC) and are scheduled for trials in March and July. One is pending in the Central District of California and is scheduled for trial in November 2012.

Q With ongoing litigations in German

and French courts and fortune 100 clients in Asia, the firm has a definitive presence throughout the world. In addition to Fortune 100 companies, Adli Law also represents a wide range of mid-sized and start-up companies.

As the firm's domestic and international reputation continues to

Looking further into the Intellectual Property issues that arise within the complex world of mergers and acquisitions, Lawyer Monthly speaks to Dr. Dariush Adli, founder of Los Angeles-based law group, Adli Law Group PC. The Group is an international, value-based, client service oriented law firm specializing in litigation, business law and Intellectual Property.

Can you briefly introduce yourself and your firm?

grow, Adli Law's extensive litigation experience and record of success gains broader worldwide recognition. In the area of business law, the firm provides counseling to help its clients advance and grow their business while protecting them against potential liabilities. Adli Law also offers its clients a full range of services in the area of intellectual property, including strategic counseling and portfolio development,

transactions and

licensing; litigation, enforcement, appeals, prosecution and opinions.

Q

what are the most common IP-related challenges to arise within mergers and acquisitions in your experience?

Intellectual property rights can be the most important aspect of a merger or acquisition. Common challenges that arise are those related to identifying and establishing the scope of intellectual property rights that are owned or licensed by a target company, properly

valuing the intellectual property rights, ensuring the acquisition of all intellectual property rights, and also assessing infringement liability risk for a target business.

They can change due to differences in the laws between countries, and also language differences. Legal differences need to be known and addressed with the assistance of qualified foreign counsel. If the documents relating to intellectual property rights are in a foreign language this can also add to the time and expense of the due diligence process.

The risks of failing to properly address and value intellectual property rights in a merger or acquisition include losing or

Q Q

what are the transactional risks involved?

How do these challenges alter when a deal is cross-border?