► In This Issue:

• Prospectively Planning for Bankruptcy When Negotiating Licensing Transactions
• Free Webinar: The Importance of Prebankruptcy Planning to Maximize the Value of Customer Data and IP
• Have You Registered for the Annual Spring Meeting?

Prospectively Planning for Bankruptcy When Negotiating Licensing Transactions

Christopher A. Ward Polsinelli PC Wilmington

Cortney E. Mendenhall Polsinelli PC Kansas City

This article addresses a legitimate fear common among companies negotiating license agreements: the license counterparty filing for bankruptcy. Given the business interruption that could ultimately occur as a result of a restructuring event, it is vital for practitioners to address bankruptcy or insolvency issues up front during the negotiation of the license agreement. This is especially true for licensees who often rely heavily, if not exclusively, on a licensor for significant aspects of their business.

This article will first review the general legal principles surrounding the treatment of intellectual property licenses in bankruptcy, then provide several negotiation and drafting tips that practitioners can use to help protect their licensee clients in the event of a bankruptcy filing under chapter 11 by the licensor counterparty.

Bankruptcy Law Framework

Section 365 of the Bankruptcy Code gives the debtor and debtor in possession (the “debtor”) the option to (1) assume, (2) assume and assign, or (3) reject its unexpired leases and executory contracts in order to maximize the value of its estate. For the purposes of bankruptcy law, intellectual property licenses are generally considered to be executory contracts.  Read More

Free Webinar: The Importance of Prebankruptcy Planning to Maximize the Value of Customer Data and IP

The Business Reorganization Committee will be hosting a webinar on April 4th, at 1 pm ET that will address the increasingly significant topic of how to maximize the value of customer data and intellectual property in chapter 11 cases. In particular, the panelists will address the importance of adding intellectual property and customer data to a company’s prebankruptcy “checklist,” value maximization best practices, the role of consumer privacy ombudsmen and governmental entities in connection with sales under Section 363, and potential privacy and other pitfalls faced by debtors in chapter 11 cases.

Click here to register!

CLE available — click here for more information.

Have You Registered for the Annual Spring Meeting?

Connect with the industry’s thought leaders at the 34th Annual Spring Meeting, featuring dynamic speakers, top education and unparalleled networking. This year’s event boasts streamlined CLE sessions, more networking opportunities than ever before, and ABI’s take on the famous Hollywood Squares game show, the inaugural “Bankruptcy Judge Squares: The Supreme Court Edition.” This year’s final night event will feature "Saturday Night Live" alum Darrell Hammond!

Register Now