2014 All Hands Meeting
November 7th Main Session
Technology Agreements Track Agenda
Business Risk Management Update: Lessons Learned from the "Scariest Decision" of 2014
Christopher J. Banks, Roland Chippey III, Benjamin Pensak & Benjamin P. Smith
Morgan, Lewis & Bockius LLP
The California Supreme Court denied review of a $407 million judgment (including approximately $360 million in lost-profit damages), arising from a Swiss drugmaker's acquisition of a California biotech startup. Some observers have predicted that the opinion affirming the judgment will cause a wave of lost-profit litigation and discourage companies from participating in mergers and acquisitions. This session will examine the implications of this decision in the context of potential tort liability and the drafting of licenses, joint development agreements, and M&A transactions as well as provide an update on lost-profit damages law and indemnification issues.
Privacy, Security and Knowledge Asset Protection in Tech Agreements
Jon Neiditz & James Steinberg
Kilpatrick Townsend & Stockton LLP
Allocation of rights and risks around personal information and other knowledge assets is being shaken up in technology contracts as the value and criticality of those assets are growing, and as risk transfer through insurance becomes more difficult. Knowledge assets are where big data and privacy meet, benefitting both. So, what should be the standards now for ownership and licensure of raw and cooked data, and for allocation and limitation of liability? We will hammer out answers from the perspectives of vendors and customers, both where privacy does not matter so much and where it is becoming central.
Crowell & Moring LLP
Open Source in M&A
Andrew Hall/Matt H. Jacobs
Fenwick & West LLP/Black Duck Software, Inc.
This presentation will discuss defined strategies and processes for evaluating open source issues and software assets within the scope of corporate mergers and acquisitions, including:
- Why technical due diligence is important in software company M&A transactions
- What steps are involved in the diligence process
- Challenges and common concerns of acquirers and investors
- Risk allocation - reps and warranties, disclosure schedule, closing conditions
- Coordinating resolution of technical and legal issues - remediation plans and other solutions
The Internet of Things
Stephanie Sharron/Vineet Shahani
Morrison & Foerster LLP/Nest Labs - Google
We live in a connected environment, where everything from our appliances, to the cars we drive, the things we wear and the medicine we take is “connected.” Nearly every company, whether consumer-facing or not, is or will be impacted as this connectivity increases. Learn why the “Internet of Things” is creating so much excitement and how to avoid common pitfalls, as we discuss the issues associated with these emerging technologies.
Please Note: Program details are subject to change without notice