2019 TRENDS IN M&A: STATE OF PLAY IN DATA PRIVACY & IP (with Sponsor Firm Baker Botts)

• US Data Privacy on the Move and the Impact on M&A

Moderator: CYNTHIA COLE, Special Counsel – Corporate, Baker Botts LLP

Panelists:

ERICA BROWN LEE, SVP and Assistant General Counsel, Mastercard

RACHEL MEARS, Chief Business Officer, Modern Meadow

HAVONA MADAMA, Chief Privacy Officer and General Counsel, Bombora, Inc.

Overview:  
May 25, 2018, the EU’s General Data Protection Regulation (GDPR) goes into effect and on June 28, 2018 California passes the California Consumer Privacy Act (CCPA) which sets off a chain reaction with other states adopting similar legislation. And just like that, in a matter of months, US companies have to face data privacy from an entirely new direction. The race for federal preemption is launched. But a federal law on data privacy which would un-seed state momentum has not yet seen the light of day, so California remains in the lead of shaping the US data privacy landscape and ready for its January 1, 2020 effective date.  These new laws and regulations have had a profound impact on US companies, including increasing risk of fines and private litigation. And Data privacy has spilled into M&A activity and deal making in general.

This panel will explore the current state of data privacy in the US, focusing on the CCPA and other highly impactful state laws, and how these have shaped M&A from due diligence to deal value.  We will also discuss how we see trends in data privacy to impact M&A in 2020.

• Strategic IP Diligence in M&A

Moderator: LUKE PEDERSEN, Partner – Intellectual Property, Baker Botts LLP

Panelists:

EDWARD TEMPESTA, Senior Counsel, IP, Mastercard

JULIE SOLOMON, VP, Deputy GC M&A Securities/Contracts, Pitney Bowes

Overview:
Intellectual property (“IP”) and technology often account for 80% or more of the value of a company or assets being acquired. The intangible nature of such assets significantly complicates the evaluation and subsequent valuation of the acquisition target. Moreover, the sufficiency of IP rights often depend not only on the IP assets themselves but require consideration of (i) how they are being used by the target in the provisioning of products and services to its customers; and (ii) how the acquirer intends to use them in the future. Separate and apart from the IP rights being acquired, the acquirer’s right to continued use may be impacted by third party IP rights (esp. patents) unknown to the target and difficult to ascertain by the acquirer in the compressed time frame of a transaction.

 This panel will consider each of these topics and discuss strategic techniques used to identify critical issues that impact deal viability or value and remedial measures to alleviate these concerns.

• Particular emphasis will be placed on IP rights in software (proprietary, third party commercial and open source) and patents.