QUESTION

When a company is acquired, how about its patents?

Asked on Oct 17th, 2020 on Business Law - Illinois
More details to this question:
I am a student at Warwick University in the UK. And I am a lawyer in a business debate. There are some questions related to law. I'll very appreciate it if you can help me. You can contact me by email- venyluyuwei@gmail.com. Thank you very much. Background: company A acquires company B Year: 1991 Address: Richmond, VA, USA 1. If a company wants to dismiss the employees of company B, who is responsible for the penalty of the work contract? 2. If there is a small amount of cleaning solvent, ink, and oil pollution in the production workshop of company B, it will cost $300000. Who should be responsible for the cost? 3. In case of the above problem 2, which company shall be responsible for the consequences caused by similar problems? 4. Company B owns two patents. After being acquired by a company, are these two patents owned by the company? Or does the company have to pay extra to buy the two patents?
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1 ANSWER

Appellate Practice Attorney serving New York, NY
Your question omits two crucial facts.  1, is Company B an independent legal entity, such as a corporation or limited liability company?  Since you're writing about companies acquiring or being acquired, I will assume yes.  The second question is then whether Company A acquired the equity of Company B, i.e. (if B was a corporation) acquired the shares of Company B stock thereby becoming the new owner of Company B?  Or did it acquire the assets of Company B, i.e. buying the inventory, leases, intellectual property, goodwill, etc.  Of course, transactions like this can be structured in many different ways to accomplish the results which the participants want, including structures which are part equity sales and part assets sales, but in general if Company A acquires Company B's stock, Company  B remains the owner of all of its prior assets, including patents, and remains liable on all of its obligations, including employment contracts, it is just that Compnay A, as the new owner of Company B, will feel the economic impact of these transactions instead of the prior owners of Company B.  If Company A just acquires the assets of Company B generally would not be responsible for Company B's obligations, and whether it would now own Company B's patents, or Compnay  B's employment contracts (to be responsible for the obligations thereunder) would depend on whether those assets were included in the sale.. 
Answered on Oct 18th, 2020 at 4:59 PM

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