Derivative work and open-source license in M&A operations


Increasingly, software is designed and developed from pre-existing software, that are modified and adapted according to one’s needs.
The issue is relevant in connection with the world of open source, where very often the user does not know within what limits he can develop software and also when his work can be considered a derivative work.
But not only that. The topic is particularly important in connection with the contracts that assign intangible assets and know-how.
In M&A transactions, the question of succession in IP contracts is of fundamental importance. Indeed, the issue of software ownership and licensing is very important for the incorporating company. Very often in M&A transactions, due diligence is required to exclude possible risks of copyright infringement. What are the clauses to pay attention to in software license agreements?
The topic is of great interest in legal matters, concerning, for example, the rights that the creator of the derivative work has, the rights of the author of the original work and the choice of the best license to release the software.
The talk aims to analyze the different possible answer to this questions, trying to define what is meant by derivative work and the clauses to be paid attention in the contracts in order not to incur civil and criminal penalties in the context of merger and acquisition operations.