Structure
IP holding company
Holding the verified IP in a structure that ring-fences and organises it.
IP holding companyIP due
diligence
Where IP is a large part of a deal’s value, the deal is only as good as the IP behind it, and companies frequently do not own, or cannot freely use, what they claim. Before an acquisition, investment or licence, we verify it: who really owns the rights, whether they are registered and sound, what encumbrances travel with them, and whether using them would infringe someone else’s. We look past the register to the chain of title, the contracts and freedom to operate, where the real risk lives, and connect what we find to the price, the warranties and the decision.
At a glance
Is the IP really there?
Ownership, validity, encumbrances, freedom to operate.
- Ownership
- Traced to the assignments
- Registration
- In force, and sound
- Encumbrances
- Licences, pledges, disputes
- Freedom to operate
- Third-party rights checked
- Feeds
- Price, warranties, decision
The essentials
Verifying the IP
IP due diligence verifies, before a deal, that the rights a target or counterparty claims are real, validly owned, unencumbered and usable. It looks past the registers (which show only some of the picture) to the chain of title, the contracts, and freedom to operate, under the relevant law. We connect the findings to the deal terms.
Who this is for
- buyers and investors acquiring IP-rich businesses;
- licensees relying on a licensor’s rights;
- sellers preparing for a sale;
- lenders taking IP as security.
Where it fits
Diligence checks registered marks and patents and designs, reviews licences for encumbrances, and connects to wider M&A work.
The scope
What we verify
Diligence covers four things the register alone will not tell you. These are where deals built on assumptions go wrong.
| Pillar | The question |
|---|---|
| Ownership | Does the deal entity really own it, with assignments behind it? |
| Validity | Are the rights in force, and sound, not just granted? |
| Encumbrances | Licences, pledges, co-ownership, disputes attached? |
| Freedom to operate | Would using it infringe a third party’s rights? |
The register confirms a right exists; it does not confirm clean title, soundness, freedom from encumbrances, or freedom to operate. Looking past it, to the assignments, the contracts and the third-party rights, is where the real risk surfaces.
How it runs
How we run it
Scope to the deal, verify the four pillars, and connect the findings to the terms.
- Step 1
Scope
Focusing effort where the IP value and risk are, to the deal’s timetable, thorough where it counts.
- Step 2
Trace ownership
Following the chain of title to its assignments, confirming the deal entity really owns the rights.
- Step 3
Test validity & encumbrances
Checking the rights are in force and sound, and searching registers and contracts for what is attached.
- Step 4
Assess freedom to operate
Looking for third-party rights the business’s activities would infringe.
- Step 5
Connect to the deal
Translating findings into price, warranties, conditions or fixes: protection, not just a list of risk.
Budget
What it costs
Cost depends on the size and complexity of the IP portfolio and the deal: a few registered rights verified quickly, or a large multi-country portfolio with software and freedom-to-operate questions. We scope the work to where the value and risk actually sit, so it is thorough where it counts and proportionate overall, against the value the IP represents in the deal.
We scope and quote against the transaction. Pricing is on request.
Discuss a transaction
What it takes
What thorough diligence requires
Diligence that actually protects the deal rests on:
- tracing ownership to its assignments, not assuming it;
- testing validity, not just confirming a right exists;
- searching contracts as well as registers for encumbrances;
- assessing freedom to operate where it matters;
- connecting every finding to the deal terms.
The register is not the deal — clean title is
The most dangerous IP diligence is the one that confirms the registrations exist and stops there. A granted Swiss patent has not been examined for novelty, so it may not be valid; a trademark on the register may be owned by a founder rather than the company; an exclusive licence or a pledge that guts the value sits in the contracts, not the register; and a freedom-to-operate problem is invisible unless you go looking for third-party rights. A buyer who relies on the register alone buys assumptions, and the post-deal dispute is where those assumptions come due. We look past the register to the title, the contracts and the freedom to operate, because confirming a right exists is the easy part, and not the part that protects the deal.
Why Goldblum
Past the register
Tracing real ownership, testing validity, finding the encumbrances and assessing freedom to operate, then connecting it to the deal, is the work this firm does.
Deeper
Past the register
We verify clean title, soundness, encumbrances and freedom to operate, the things the register does not show and where post-deal disputes come from.
Connected
Findings into terms
Each finding translated into price, warranties, conditions or a fix: protection that shapes the deal, not a report no one acts on.
Both sides
Buyer or seller
Verifying as a buyer, or preparing and cleaning up as a seller, and because we also register and structure IP, we can resolve what we find.
Related
Around diligence
Commercialise
Licensing agreements
The licences whose terms diligence examines for encumbrances and value.
Licensing agreementsDeals
Distressed M&A
The wider transaction work where IP diligence feeds the price and the terms.
Distressed M&A
FAQ
IP due diligence: FAQ
01What is IP due diligence?
It is the verification, before a deal, that the intellectual property a target or counterparty claims to own is real, validly owned, unencumbered, and usable: that what you think you are buying or relying on actually exists. Before an acquisition, investment or licence, IP due diligence checks who really owns the rights, whether they are properly registered and in force, whether they are pledged, licensed or disputed, and whether using them would infringe someone else’s rights. Where IP is a large part of a deal’s value, the deal is only as good as the IP behind it, and assumptions about ownership and validity are exactly where deals go wrong. We verify it, so you know what you are actually getting.
02Why does ownership need checking so carefully?
Because companies frequently do not own the IP they think they own, and the gap only surfaces when someone looks. Rights may sit in the wrong group company, with a founder personally, or with a contractor or employee whose work was never properly assigned; a key trademark may be registered to an individual rather than the business; software may incorporate code with ownership strings attached. Any of these means the target cannot actually transfer or grant what the deal assumes. Confirming the chain of title (that the rights are owned by the entity in the deal, with proper assignments behind them) is one of the most valuable parts of the exercise. We trace ownership to its source, because a deal built on assumed ownership can collapse on a missing assignment.
03What is freedom to operate?
Freedom to operate is whether using the IP (making, selling or exploiting the product or technology) would infringe someone else’s rights. A target can validly own its patents and trademarks and still not be free to operate, because a third party holds rights that the target’s activity would infringe; owning a right is not the same as being free to use it. A freedom-to-operate review looks for third-party rights that the business’s activities run into, which can mean injunctions, royalties or redesign after the deal. It matters most for products and technology in crowded fields. We assess freedom to operate as part of the diligence, so a deal is not done on IP the buyer then cannot freely use.
04What encumbrances should I look for?
Anything that limits the IP’s value or the buyer’s freedom to use it: existing licences, pledges or security, co-ownership, disputes, and obligations that travel with the rights. The IP may be licensed out (exclusively, perhaps, so the buyer cannot use it as expected), or pledged as security, or co-owned with another party who has rights over it, or subject to a dispute or a challenge that could invalidate it. Each of these reduces what the buyer actually gets, and none of them is visible without looking. The registers show some; the contracts show more; some only emerge on enquiry. We check the registers and the agreements for encumbrances, so the buyer knows what comes attached to the rights.
05How does IP diligence fit into a wider transaction?
It is one workstream of the overall due diligence on a deal, focused on the IP, and feeding the valuation, the contract and the decision. In an acquisition or investment, IP diligence runs alongside the financial, tax, legal and commercial review, and its findings shape the price, the warranties and indemnities in the agreement, any conditions to closing, and sometimes whether the deal proceeds at all. Where IP is central to the value, it can be the workstream that matters most. We run the IP diligence and connect it to the rest of the transaction, working with the deal team, so what we find about the rights actually informs the terms and the decision, rather than sitting in a report no one acts on.
06What happens if diligence finds problems?
The findings get used: that is the whole point of doing it before signing rather than discovering it after. Where diligence reveals a missing assignment, an encumbrance, a validity weakness or a freedom-to-operate risk, the response can be to fix it before closing (get the assignment, clear the lien), to reflect it in the price, to cover it with a warranty or indemnity, to make it a condition of the deal, or in a serious case to walk away. The value of diligence is that it surfaces these in time to act. We do not just list problems; we set out what each one means for the deal and how it can be addressed, so the findings translate into protection rather than just a catalogue of risk.
07Is this only for buyers?
No, sellers and licensors benefit too. A seller preparing for a sale gains from vendor diligence that finds and fixes the IP problems (missing assignments, unclear ownership, lapsed registrations) before a buyer’s team finds them and uses them to cut the price or load the warranties. A licensor granting a licence wants to know its own rights are sound before relying on them. Cleaning up the IP in advance protects value on the sell side just as verifying it protects the buyer. We run diligence from whichever side you are on, verifying as a buyer, or preparing and cleaning up as a seller, so the IP position is clear before the other side examines it.
08How long does IP diligence take?
It depends on the size and complexity of the IP portfolio and the deal timetable, but it is scoped to fit the transaction. A small portfolio of a few registered rights can be verified relatively quickly; a large portfolio across many countries, with software, licences and a crowded technical field, takes longer, particularly where freedom to operate is in play. The work is usually scoped to the deal’s timetable and to where the IP value and risk actually sit, focusing effort on what matters rather than reviewing everything equally. We scope the diligence to the deal (depth where the value and risk are, lighter touch elsewhere) so it is thorough where it counts and proportionate overall.
09What does IP diligence typically miss when done badly?
The things that are not on the register: the broken chain of title, the freedom-to-operate risk, the encumbrance buried in a contract, and the validity weakness behind a granted right. A box-ticking review confirms the registrations exist and stops there, but a Swiss patent is granted without a full novelty examination, so a granted right is not a valid one; ownership may be assumed rather than traced to its assignments; a freedom-to-operate problem is invisible unless you look for third-party rights; and an exclusive licence or a pledge sits in the agreements, not the register. These gaps are exactly where post-deal disputes come from. We look past the register to the title, the contracts and the freedom to operate, because that is where the real risk lives.
10How does this connect to the rest of your IP work?
Diligence draws on the same expertise we use to register, structure, license and enforce IP, and that is what lets us judge not just whether a right exists but whether it is sound and usable. Knowing how a trademark should be registered tells us when a registration is weak; understanding holding structures and licences tells us what encumbrances and transfer-pricing exposures to look for; handling enforcement tells us when a right is genuinely defensible. Diligence is the assessment side of the same discipline. We connect what we find in diligence to the fixes (assignments, restructuring, registration, licence amendments) so a deal can both identify the IP problems and resolve them, rather than just naming them.
11Can Goldblum run IP due diligence?
Yes. We verify the IP behind a deal: tracing ownership and the chain of title, confirming registrations are in force and sound, checking for encumbrances in the registers and the contracts, and assessing freedom to operate. We connect the findings to the valuation, the warranties and the decision, working with the deal team. We run it from either side: verifying as a buyer or investor, or preparing and cleaning up as a seller. And because we also register, structure, license and enforce IP, we can resolve what diligence finds, not just report it. The aim is that you know what the IP really is before you rely on it, so the deal is built on rights that are actually there.
Verify the IP before the deal
Tell us the transaction. A partner verifies ownership, registration, encumbrances and freedom to operate, and connects the findings to the terms.