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19
Jan

Foreign Regulation of Inbound Technology Transfer Agreements

Cross-border technology licensing agreements have become an important, often essential, element of the overall business strategy of any firm that seeks to expand its operations globally. In general, a cross-border technology license provides the framework under which an owner of intellectual property rights (or specialized knowledge or expertise that meets the applicable definition of a trade secret) can transfer certain legal rights relating thereto to a business partner in a foreign country while still retaining title and control of such technology. As is the case with purely domestic licenses the owner of the technology—the licensor—will seek to retain control over the licensed subject matter through careful definition of the scope of the licensing include permits uses, territorial restrictions and limits on the terms of the license. Compensation from the licensee, generally in the form of royalties, is also an important component of any cross-border technology license agreement. Additional provisions will be included depending on the type of licensed subject matter with distinctions being drawn between licenses of registered or statutory intellectual property rights (i.e., patents or trademarks) and licenses of "know-how" in connection with a process—such as manufacturing–which may include training and other services from the licensor in order to ensure that the licensee understands and absorbs the proprietary information. Governments around the world has sought to impose restrictions on inbound technology transfers agreements for a variety of reasons. This week we provide you with a report that includes an overview of technology transfer regulations and specific summaries of applicable laws in China, India and Mexico.

19
Jan

Organizational Redesign Checklist

In my last few posts I've been including checklists that can be used when considering the best way to design the organizational structure for a growing business. Today I'm passing along a checklist of key issues that should be considered whenever an organization is contemplating a redesign of its organizational structure to improve the manner in which the organization interacts with its customers, markets, suppliers and other business partners. The focus of the questions in this checklist is ensuring that the information regarding the requirements of customers and other business partners is properly collected and disseminated throughout the organization so that each business unit is best positioned to cooperate and deliver products and services to the marketplace in the most efficient manner. The goal should be to select possible structures that mirror the way in which information flows through the organization and to vest responsibility for decisions in those organization roles that have the best access to the necessary information. Decisions regarding structure should be supported by clear policies regarding lateral processes and rewards. I welcome your comments.

5
Jan

Organizational Structure Checklist

Happy 2009! Let's hope it's a better year than the last.

It is important to periodically analyze a firm's organizational structure to determine whether it is properly aligned with the overall strategies and goals established by senior management. Such an evaluation is an obviously a complex process and the firm's organizational structure generally does not fit easily into any particular model. Nonetheless, it may be useful to have a checklist of certain issues that need to be considered when determining which of four basic dimensions—functions, products, geography or customers—should be used as the basic for the organizational structure model. A functional structure is most useful and appropriate when an organization has a single product line that is relatively stable and which has long development and product life cycles. In that situation a functional structure is the best way to achieve standardization, specialization and economies of scale. A functional structure becomes outmoded, however, when organizations begin to diversify and expand their products and markets. If the organization is moving toward multiple product lines a product structure can accelerate product development cycles, develop and maintain specialized expertise in innovative product areas and reduce the challenges that arise when it is necessary to coordinate with multiple functional departments. A geographic dimension for the organizational structure becomes important when opportunities in the domestic market begin to slow down; however, the challenge is determining just what changes in product design and sales/marketing strategy are needed in order to be successful in foreign countries. Finally, customer-focused divisions are important when the organization has identified important customers that want a single point of contact for reviewing and purchasing the offerings of the various product- and market-focused divisions. The questions in this checklist have been adapted from Kates, A. and Galbraith, J.R. Designing Your Organization: Using the STAR Model to Solve 5 Critical Design Challenges. San Francisco: Jossey-Bass, 2007.

5
Jan

Recent M&A Developments – January 2009

Happy 2009! Let's hope it's a better year than the last.

Today we lead off with the latest edition of the regular monthly update on recent developments affecting mergers, acquisitions and divestitures prepared with my colleague Robert Brown for Thomson Reuters/Westlaw. In this issue we consider a variety of topics including the ability of a state to subpoena a company in a securities investigation even if the company has not solicited or sold to its residents, whether operating as a passive investment company and conducting limited business activities will justify judicial dissolution of a company under Delaware law, the emergence and availability of series LLCs, SEC expansion of the scope of primary liability under rule 10b-5 by redefining the term "make" to include an underwriter providing a prospectus containing terms that were not made by the underwriter, but which the underwriter knew or was reckless in not knowing were false, consequential damage waivers in acquisition agreements, and new credit card rules and proposed overdraft protection program designed to protect credit and banking consumers.