Kaiser Wahab Presents on Intellectual Property Issues in M&A to Nevada Bar

Riveles Wahab partner Kaiser Wahab is thrilled to have been invited by the Intellectual Property Law Section of the State Bar of Nevada to speak at the 2018 Intellectual Property Law Conference at the William S. Boyd School of Law in Las Vegas on October 5th. Kaiser's presentation will focus on the various intellectual property issues that counsel should consider in merger and acquisition transactions. The major elements his talk will cover how to conduct due diligence on intellectual property assets (including UCC considerations, liens, and encumbrances); how to properly transfer ownership of IP, including filing assignments with the Copyright Office and Patent and Trademark Office; unique warranties, representations, indemnities, and discloses relevant when significant IP is at play; and how to properly maintain rights in the intellectual property after it is transferred. read more

The New Change in ERISA’s “Fiduciary” Definition and its Effect on Private Fund Managers

After several years of debate and revision, a Department of Labor regulation, revising the definition of a “fiduciary” as it applied to investment managers, became applicable on June 9, 2017. The new regulation expands the definition of “fiduciary” under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended, to encompass certain entities and persons which provide nondiscretionary investment advice to pension plans and to individual retirement accounts, with certain exemptions. The regulation introduces a new category, called “service fiduciaries,” under which fund managers and advisers could become subject to ERISA in connection with a pension plan or IRA’s “decision to invest” in the fund (or to “maintain such investment” in the fund), should the manager provide “investment advice” or “investment recommendations” directly to the pension plan or IRA holder. In essence, any communications to such investors that are designed to solicit investment or encouragement more of it may constitute “investment recommendations.” read more

Kaiser Wahab Teaches Lawline CLEs on Corporate and Intellectual Property Topics

Riveles Wahab LLP partner Kaiser Wahab is honored to be invited by Lawline to teach two Continuing Legal Education courses on "Corporate Structuring and Fundraising for Single Purpose Vehicles" and "Intellectual Property Considerations in M&A Transactions". Kaiser has taught several Lawline courses in the past on a variety of topics, including overviews of the JOBS Act, privacy law for in-house counsel, and legal issues involving social media. Kaiser's courses are consistently highly reviewed and praised for his clear and engaging manner of speaking. Both courses are currently available at Lawline.com. read more

Intellectual Property Considerations in M&A Transactions

On April 4, 2017, Riveles Wahab LLP partner Kaiser Wahab gave a presentation on the unique considerations for attorneys when a client is purchasing or merging with a company for which intellectual property is a key asset. For traditional businesses with physical assets, due diligence may come with reasonably obvious do’s and don’ts. However, in M&A deals where intellectual property is the key or sole asset, due diligence becomes even more critical yet far less obvious in terms of best practices. In such deals, often unique and powerful transaction structure and drafting considerations come into play that are unfortunately overlooked as practitioners often make unwarranted assumptions regarding IP ownership and/or curing defects. Moreover, there are often misconceptions about the applicability of ordinary representations, warranties, and other M&A provisions to IP as a “one-size-fits-all” solution to the often unique array of defects and other “wrinkles” attached to the IP. In these cases, valuing and structuring the transaction can be adversely affected, the post transaction operations of the target business can be compromised, and the rights of both purchaser and seller can be significantly undermined. read more

Basics of Warrant Coverage Terms

In order to induce “investment” of valuable dollars or services, ranging from cash investment under a Regulation D Private Placement Offering, or on the flipside, the efforts of a trusted advisor/accelerator/incubator, so-called “warrant coverage” is often part of the deal. “Warrant Coverage” is designed to further persuade an investor or service provider to participate in an investment opportunity by providing the investor or service provider additional opportunity to leverage the company upside, as it grows in value. While less commonly used than a variety of other deal “sweeteners”, they are a significant feature in the investment landscape. The following provides a high-level summary of the typical negotiated deal points for warrants. read more