Intellectual Property in the ABC Sale: Monetizing the Intangibles

For many failing companies the real value never sat on a shelf: the code, the patents, the brand, the data. IP-centered ABCs have their own diligence and their own buyers — and their own traps.

What the Law Says

IP transfers through the assignment and out through the sale: patents and marks by recorded assignment, copyrights and code by conveyance with chain-of-title hygiene, domains and accounts by credential transfer — while inbound licenses transfer only per their terms, and data sales navigate privacy-policy and statutory limits.

How to Navigate It, Step by Step

1. Inventory exhaustively: registrations, applications, unregistered marks, code repositories, domains, data sets, social accounts.
2. Fix the chain of title in the runway: contractor assignments and founder IP agreements missing signatures kill deals later.
3. Map the inbound licenses: what the product needs that the estate cannot freely convey defines the deal structure.
4. Handle data lawfully: privacy policies and statutes constrain customer-data sales — buyers and assignees paper this carefully.
5. Market to the strategic buyers: competitors and acquirers pay going-concern prices for IP that auction lots never see.

Common Questions

Our best engineer never signed an IP assignment. How bad is that in a sale?

A diligence hole buyers price brutally — chase the signature now; a runway-week fix is worth multiples of a closing-week discount.

Can the estate sell our customer database?

Within the promises the privacy policy made and applicable statutes — commonly structured as part of a going-concern sale where the buyer continues the service relationship.