In This Issue:
- Good Rep: Social Media Assets in M&A Transactions
- Narrow Vision: Did Anti-Glass Hysteria Contribute to the Demise of Google Glass?
- Forced to Cyber-Spy: Court Rules Parents Can Be Held Negligent for Child’s Facebook Activity
- FTC Enforcement Action Confirms That Ad Disclosure Obligations Extend to Endorsements Made in Social Media
- Shorter and Simpler, Yes – But Is IBM’s New Cloud Services Agreement Any Sweeter?
- Negotiating Cloud Contracts
- Excerpt from Good Rep: Social Media Assets in M&A Transactions:
As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets often receive little attention in M&A transactions. Purchasers in such transactions generally require sellers to make robust representations and warranties regarding the target company’s assets, but a typical purchase agreement may give social media assets only cursory treatment or, in some cases, not explicitly cover social media assets at all. In an attempt to rectify this oversight, this article outlines a set of representations and warranties that a purchaser may consider to address issues relating to a target company’s social media assets in an M&A context.
To begin, it is necessary to define the category of assets at issue. In defining this category—which we will refer to as “Social Media Accounts” for convenience—a purchaser may wish to capture a broad swath of online assets not limited just to a company’s pages and profiles on the major social networks (although those should certainly be addressed), including all accounts, profiles, pages, feeds, registrations and other presences on or in connection with any...
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