|
MARCH 15TH,
2007 Luncheon CLE Presentation
Oregon State Bar Computer and Internet
Law Section
Testing the SOUP (Software of Unknown Pedigree):
Software Due Diligence for Mergers, Acquisitions and
Source Licensing Deals
The proliferation of readily available and often
free-of-charge software components has dramatically
shifted the way companies build software. A significant
portion of a company's code portfolio may rely on
3rd-party materials distributed under a variety of
commercial and Open Source licenses. As a result, a
company seeking to purchase
another company's software assets may be walking into a
licensing minefield of unknown proportions. Software due
diligence should play a critical role in any
software-focused merger, acquisition, or code licensing
deal.
This CLE will focus on the practical components of
software due diligence, from both the buyer's and
seller's point of view.
For the buyer:
What 3rd-party materials might be part of the seller's
materials?
How can I better understand the scope and impact of any
3rd-party licenses that might come along with this
transaction?
Should I request remediation of discovered problems
pre-close, and if so, how should that remediation be
given effect?
Are there any developer contamination risks presented by
seller's materials?
Am I really getting what I want as part of this deal?
For the seller:
How can I avoid downstream problems through proactive
coding and documentation techniques?
How robust is my 3rd-party material tracking system?
How can I prepare for a code audit to help avoid a delay
in closing?
Our speaker on this timely topic is Marc Visnick. In
just the past 3 years, Mr. Visnick has served as a
technical consultant on over 50 software-based corporate
mergers, acquisitions and software licensing deals for
various Fortune 100 and 500 companies across the United
States. An attorney based in Portland, he is also a
senior consultant
with Johnson-Laird, Inc., a firm specializing in
forensic software analysis. Mr. Visnick is a frequent
speaker on the topic of source code auditing, especially
in the context of Open Source software. He is a past
Chair of the Oregon State Bar's Computer and Internet
Law section.
When: Thursday, March 15th, 12:00 p.m. to 1 p.m.
Where: Greek Cusina Restaurant, 404 SW Washington
Street, Portland, in the Minoan Room on Floor 2, above
the Mezzanine. Enter through Pacific Building on
Washington Street & take the elevator to the second
floor.
Cost: $22 for CILS Section members; $27 for other
bar members and non-lawyers; $17 for students or recent
bar admittees.
Registration: Complete the form below and send a
hardcopy with payment to:
CILS – CLE
P.O. Box 13693
Portland OR 97213-0693
Make checks payable to "Oregon State Bar".
Or reserve your space via e-mail & pay at the door. Send
the completed form to:
cils.cle@gmail.com
- - - - - - - - - - - -
Computer & Internet Law Section
CLE Presentation and Luncheon – March 15th, 2007
Software Due Diligence for Mergers, Acquisitions and
Source Licensing
Deals
NAME: _______________________________ BAR#:
___________________
FIRM NAME:
___________________________________________________
|
