Tech M&A & Legal Due Diligence Services Attorney
Evaluating Tech Assets and Liabilities for Midwest & National Transactions
Mergers, acquisitions, investments, and other strategic transactions can create significant opportunities for growth, but they also bring legal and business risks that may not be apparent from financial statements alone. Contracts, intellectual property ownership, technology systems, privacy practices, cybersecurity concerns, and regulatory obligations can all influence the value and structure of a transaction.
At Wray Law TCP, we help businesses evaluate those considerations before they commit to a deal. Based in Glenwood, Iowa, and serving clients nationwide, we provide business-focused counsel for mergers and acquisitions with particular depth in technology-related due diligence.
Due diligence is the process of examining a business before a transaction is completed. For buyers and investors, it can reveal obligations, restrictions, liabilities, and operational concerns that may affect valuation or negotiations. For sellers, preparing for due diligence can help identify issues before a potential buyer discovers them, creating an opportunity to address gaps and present the business more effectively.
Our approach goes beyond identifying legal issues. We consider what those issues mean for the transaction and the client's broader objectives. A concern discovered during diligence does not necessarily mean a deal should end. Depending on the circumstances, it may instead affect purchase terms, representations and warranties, indemnification provisions, closing conditions, transition planning, or the allocation of risk between the parties.
Call Wray Law TCP at 888-334-8185 to schedule a consultation with a lawyer today.
Technology Can Change the Value—and Risk—of a Transaction
Technology has become central to businesses across nearly every industry. A company does not need to consider itself a “technology company” for its software, intellectual property, data, cybersecurity practices, and vendor relationships to play an important role in an acquisition.
Technology due diligence examines whether the target business has the rights, systems, agreements, and practices necessary to support its operations after the transaction closes.
One important consideration is intellectual property ownership. A company may rely on software, trademarks, copyrighted materials, proprietary processes, trade secrets, or other intellectual property developed by employees, independent contractors, founders, or outside vendors. Due diligence can help determine whether ownership has been properly documented and whether third-party rights could restrict future use.
Technology agreements also deserve careful review. SaaS contracts, software licenses, cloud-service agreements, development arrangements, customer contracts, and vendor relationships may contain assignment restrictions, change-of-control provisions, termination rights, licensing limitations, data-use provisions, or other terms that become especially important during an acquisition.
Privacy and cybersecurity can introduce additional risks. A business that maintains significant customer, employee, or other personal information may have obligations under state privacy and breach-notification laws, federal requirements, industry regulations, and contractual commitments. Past cybersecurity incidents or inadequate privacy practices can potentially create liabilities that continue after a transaction closes.
For businesses using artificial intelligence, open-source software, or other emerging technologies, diligence may also need to consider how those technologies are used, whether appropriate rights exist, and what contractual or regulatory obligations accompany them.
Turning Due Diligence Into Better Business Decisions
Effective due diligence is not simply about producing a long list of potential problems. It should help decision-makers understand which issues matter, how significant they may be, and what can be done about them.
Wray Law TCP can assist with buy-side and sell-side due diligence, commercial contract review, intellectual property diligence, technology agreements, software licensing, privacy and cybersecurity assessments, AI-related considerations, vendor relationships, data rights, and transaction-related risk allocation.
For a buyer, this process may reveal that a critical software license cannot be transferred without consent, intellectual property ownership needs to be clarified, a major customer can terminate its contract following a change of control, or privacy practices require additional investment after closing. Identifying these issues early gives the parties an opportunity to address them during negotiations rather than after ownership has changed.
For sellers, preparing in advance can be equally valuable. Organizing contracts, documenting intellectual property ownership, reviewing privacy and security practices, and addressing corporate governance issues can help reduce delays and unexpected questions during the transaction process.
Attorney Bruce Wray approaches M&A and technology due diligence from the perspective of the business as a whole. Our background across business law, commercial transactions, intellectual property, technology, privacy, cybersecurity, and emerging technology allows us to evaluate how seemingly separate legal issues can affect one another within a transaction.
M&A transactions may also involve a variety of state and federal laws depending on their structure, the parties involved, and the industries in which they operate. Corporate statutes govern matters such as approvals and fiduciary responsibilities, while federal and state securities, antitrust, employment, privacy, tax, and industry-specific laws may create additional considerations. The agreements governing the transaction ultimately establish many of the parties' respective rights, representations, obligations, and remedies.
Our goal is to translate those legal considerations into information clients can use to make better decisions.
From Glenwood, Iowa, Wray Law TCP works with businesses nationwide to evaluate transactions, uncover potential risks, and move toward closing with a clearer understanding of the deal.
Frequently Asked Questions
What is M&A due diligence?
M&A due diligence is the review of a target company's legal, financial, operational, and other important information before a merger or acquisition. Legal diligence can include corporate records, contracts, intellectual property, technology, privacy, cybersecurity, disputes, and regulatory obligations.
What is technology due diligence?
Technology due diligence focuses on the technology-related assets, agreements, rights, and risks of a business. This may include software ownership and licensing, SaaS agreements, intellectual property, open-source software, cybersecurity practices, privacy compliance, data rights, AI use, and technology vendors.
Why is intellectual property important in an acquisition?
A buyer needs to understand whether the target actually owns or has sufficient rights to the intellectual property necessary to operate its business. Gaps in assignments, licensing restrictions, or third-party claims can affect both value and future operations.
Can contracts create problems during an acquisition?
Yes. Contracts may contain change-of-control provisions, assignment restrictions, termination rights, consent requirements, or other provisions triggered by a transaction. Reviewing important agreements can help identify these requirements before closing.
Why review privacy and cybersecurity during due diligence?
A transaction may transfer not only valuable data but also existing privacy and cybersecurity obligations. Past incidents, regulatory concerns, weak data practices, or contractual commitments can create financial and operational risk for the acquiring company.
Should a seller conduct due diligence before going to market?
Preparing for buyer diligence can help sellers identify and address issues before negotiations intensify. This may include organizing corporate records, reviewing important agreements, confirming intellectual property ownership, and evaluating technology, privacy, and cybersecurity practices.
Ready to Talk Business?
Whether you’re forming, growing, negotiating, or navigating a complex business matter, experienced legal guidance can help you move forward with confidence. Call Wray Law TCP at 888-334-8185 today to speak with an attorney about your business.