Issues to be considered regarding the transfer of IP rights in a transaction involving a “universal transfer of assets”

Written by Sarah Gicquel and Timothée Guichoux

Published in the LexisNexis legal journal “Propriété Industrielle”.

The “universal transfer of assets” – a procedure in France whereby a company is dissolved without liquidation, with all the company’s assets and liabilities being transferred to another company – is common in restructuring transactions (mergers, demergers, partial asset transfers) and is intended to entail the transfer of the company’s IP rights. However, the scope and terms of this “universal transfer” vary depending on the type of transaction and the nature of the IP rights concerned. In the absence of specific legislation, this article aims to help practitioners by clarifying the scope, the necessary formalities, and the litigation risks associated with such “universal transfer” which is essential but sometimes neglected by the parties. Read more