Intellectual Property Due Diligence In Mergers And Acquisitions: Key Legal And Compliance Issues For Indian Corporations.
Updated: Aug 14
This article is written by Sarbeswar Mishra, pursuing B.A.LL.B (Hons.) from National University of Study and Research in Law.
Intellectual property (IP) due diligence has emerged as a critical, yet chronically undertheorised, component of mergers and acquisitions (M&A) practice in India. While valuation and regulatory compliance attract considerable attention, the systematic legal audit of IP assets, encompassing ownership, encumbrances, registrability, enforceability, and competitive risk, remains insufficiently rigorous in the Indian context.
This article argues that the distinctive features of Indian IP law, including the sui generis restrictions under section 3(d) of the Patents Act, 1970, the unresolved interface between IP rights and competition law, the absence of a standalone trade secrets statute, and the nascent data protection framework under the Digital Personal Data Protection Act, 2023, generate due diligence risks that are qualitatively different from those encountered in mature M&A markets.
The article examines each of these dimensions through a structured framework, draws on relevant case law and regulatory guidance, and proposes a more disciplined approach to IP due diligence tailored to Indian M&A practice.
DISCLAIMER: The views and opinions expressed in this research article, submitted by students and/or other contributors in their personal capacity, are solely those of the author(s) and do not, in any manner whatsoever, reflect or represent the views, opinions, advice, or official position of PACTEDGE LEGAL LLP (“PACTEDGE”). PACTEDGE makes no representations or warranties, whether express or implied, as to the completeness, accuracy, reliability, or currency of any facts, data, analysis, or legal propositions contained herein and shall not, to the fullest extent permitted by applicable law, be liable for any loss, injury, damage, or consequence arising directly or indirectly from any reliance placed upon this publication. The entire contents of this research article, including without limitation its text, structure, compilation, selection and arrangement of material, are and shall remain the exclusive intellectual property of PACTEDGE LEGAL LLP, protected under applicable copyright and other intellectual property laws. No part of this publication may be copied, reproduced, stored in a retrieval system, transmitted, adapted, published, communicated to the public, distributed, or otherwise made available in any form or by any means, whether electronic, digital, mechanical, photocopying, recording or otherwise, nor shared or reposted on any platform or medium, without the prior written consent of PACTEDGE LEGAL LLP; any unauthorised use shall constitute infringement and may attract civil and/or criminal consequences, without prejudice to any other rights or remedies available to PACTEDGE LEGAL LLP in law or equity.
Comments