Know What You Own Before a Buyer Asks: A Technology Inventory for M&A

In most deals I have been near, the technology questions arrive faster than the seller expects. What do you own? Who built it? What is filed, what is secret and what is open source? Companies that can answer cleanly tend to have smoother conversations. Companies that cannot often spend the diligence period reconstructing history under pressure.

This post is about preparation, not legal strategy. Your deal counsel and patent counsel should guide what is disclosed and how.

What buyers commonly ask about

• A list of patents and pending applications, with status.
• Assignment records showing the company owns inventions made by employees and contractors.
• Core technology that is not filed and how it is protected.
• Open source components and how they are used.
• Key people and whether their knowledge is documented.

Build the inventory early

1. Map core systems to the business value they support.
2. Identify the novel methods inside those systems, with contributors and dates.
3. Assign a status to each: filed, candidate for filing, trade secret or not protectable.
4. Close gaps with counsel, such as missing assignments or unclear contractor terms.

Timing

Six to twelve months before a process is a sensible window. It leaves time for counsel to act on candidates and fix paperwork, rather than explaining gaps in a data room.

For a broader view of what investors and acquirers review, see what investors look for in IP due diligence. To build the technology side of the inventory, our Codebase Invention Audit produces a ranked list with summaries for counsel.

This article is general business information, not legal advice. Idea Partnership does not practice law. Consult licensed patent counsel about your situation.