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Reorganizing Your Subsidiaries? Pay Me Again For That Software! by Mark D. Simpson
Saul Ewing LLP - Philadelphia Office
Scott D. Patterson
Saul Ewing LLP - Wayne Office
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October 22, 2009
Previously published on October 2009
A recent opinion from the U.S. Court of Appeals for the Sixth Circuit (Cincom Systems Inc. v. Novelis Corp., ___ F.3d ___, 92 U.S.P.Q.2d 1085 (6th Cir. 2009), serves as a strong reminder to those structuring and evaluating mergers, acquisitions, and even internal corporate reorganizations to carefully consider the impact of federal intellectual property laws on the transferability of licensed software and other licensed intellectual property. The counterintuitive result in the Cincom case was an award of almost $500,000 to a software vendor as damages for copyright infringement, despite a state merger statute that allowed assets held by a party to automatically vest in a successor company. The vendor succeeded in being paid twice for the same software, on the same machine, in the same building, essentially because the name over the customer's door had changed.
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The views expressed in this document are solely the views of the author and not Martindale-Hubbell. This document is intended for informational purposes only and is not legal advice or a substitute for consultation with a licensed legal professional in a particular case or circumstance. |
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