The issue of confirming the ownership of trademark rights during corporate mergers and acquisitions
Mergers and acquisitions involve a series of complex legal relationships. You need to be more cautious and strictly review when purchasing trademarks. A little carelessness will leave serious sequelae. Even multinational companies have made major mistakes in handling trademarks during mergers and acquisitions. In the Danone and Wa*ha series of disputes, the initial failure to handle trademark issues laid the foundation for subsequent disputes. In the case of the US-US acquisition of Sanlian, the two parties fell into a trademark dispute, which also triggered a melee over business premises. In order to avoid future disputes and ensure the acquisition of completed trademark rights, trademark ownership must be strictly reviewed during mergers and acquisitions. In addition to basic reviews, the following aspects must be focused on:
1. Is the ownership clear?
We generally believe that there is only one right owner of a trademark. In fact, this is wrong. Trademarks can be jointly owned. If it is a jointly owned trademark, it must be sold with the consent of all co-owners. Co-owners include legal co-owners and de facto co-owners. In the market economy, mergers and acquisitions of enterprises are frequent, and the internal decision-making rights of enterprises change quite frequently. With the change of decision-making rights, there may be important changes to the enterprise. Different adjustments are made to the right to use the trademark, and these adjustments are often not reflected in the trademark certificate and trademark files. Once transferred to an outside party, if a dispute occurs, it will inevitably cause disaster. This problem is difficult to resolve through review, so the original trademark owner needs to make corresponding commitments and assume all resolution obligations. In addition, there is a special situation. If the trademark is personal, even though there is no co-owner, the consent of the spouse of the trademark owner must be obtained. There has been a case in our country where the wife accused the husband of selling the trademark without her consent. Invalid filed a lawsuit, and its claims were supported by the court. This situation is rare, but some companies prefer to transfer the company's trademark to the name of the company's boss or other people. In this case, it must be done byThe spouse issues legal documents waiving rights or agreeing to the transfer.
2. Is there any external license?
Trademark licensing requires the Trademark Law to apply for it at the Trademark Office Registration procedures are required, but failure to register does not affect the validity of the license contract. Therefore, in practice, a large number of trademark licensing contracts are not registered. Therefore, whether the trademark is licensed cannot be reviewed through public channels. A company obtained the "O-Ni" trademark through the court's auction process, but the "O-Ni" trademark was granted an exclusive license by a company for 20 years. In this way, the buyer spends money, but it is difficult to use it himself. There are many such examples. An exclusive license almost completely robs the purchaser of its rights, and an ordinary license will also have a significant impact on the purchaser's rights of use.
Trademark use license cannot be determined through public review. Of course, the integrity of the enterprise cannot be fully trusted. Therefore, the acquired enterprise must be required to make necessary commitments and state in the agreement These uncertain risks will be transferred to the acquired enterprise.
If the main purpose of the merger is the enterprise's trademark, then the trademark should be comprehensively reviewed, especially whether there is any influence on the ownership and use rights of the trademark. factors exist, and measures must be taken to ensure that these issues are addressed, otherwise the entire M&A will fail. If you need legal help in this area, you may wish to seek online legal consultation from the Legal Savior Network.
