Unintended Consequences: State Merger Statutes and Nonassignable Licenses

By: Joshua G. Graubart

The confused state of most state corporate merger statutes allows many intellectual property licenses to find their way into unintended hands by way of corporate merger, in spite of non-assignment clauses. Clearly a detriment to licensors, corporate licensees too should be wary of depending upon the merger statute; a court ruling may not go their way. The states must clean up their collective act and bring some much needed certainty to a highly unpredictable intersection of corporate and intellectual property law.

Cite: 2003 Duke L. & Tech. Rev. 0025

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