IP Due Diligence in Turkish M&A: What to Examine

A large part of the price in most acquisitions is paid for intangibles — brand, technology, content, customer relationships. Yet IP is often the most superficially reviewed section of legal due diligence, and gaps found here are frequently the kind that cannot be fixed after closing.

Ownership

• Are the marks and patents registered in the target’s name, or a founder’s, or another group entity?
• Are past assignments recorded? Turkish assignments require notarisation for validity and recordal to bind third parties.
• Has software and content been assigned to the company by employees and contractors?
• Who holds the domains, social accounts and marketplace stores?

Scope

Existence is not enough: what do the registrations actually cover? If the products sold today fall outside the specification, the brand value you are paying for is theoretical. The same applies geographically — is there protection in the export markets, or only in Türkiye?

Risk

• Classes unused for five years and exposed to cancellation.
• Pending oppositions, invalidity or cancellation proceedings.
• Possible infringement of third-party rights by the target’s products.
• Upcoming renewal and annuity deadlines.
• Licences granted (which bind the mark) and licences received (which may terminate on change of control).

Contracts

Distribution, franchise and customer agreements often contain broad licences and undertakings that shape what you can do after closing. Change-of-control clauses deserve particular attention: part of the value acquired can end with the transaction itself.

Managing what you find

Critical gaps become conditions precedent; ownership and non-infringement are covered by warranties; known risks are handled through specific indemnities or escrow; and a narrower-than-expected specification should be reflected in the price.

Talk to us about the IP workstream in your transaction.

General information only, not legal advice.