知財デューデリジェンスとは、M&Aで譲受側が譲渡側の知財の審査・調査をすることです。
吸収合併や買収のときに必要なプロセスなので、詳細を理解して実施することが大切です。
この記事では知財デューデリジェンスの目的や実施方法を解説します。
知財デューデリジェンスとは
知財デューデリジェンスとは譲渡側の持つ知的財産と関連する情報を調査して、企業価値を審査することです。
買収する価値がある技術を持っているか、シナジーを生むビジネスを構築するために重要な権利を保有しているか、といった点を評価する上で知財の保有状況を確認することは欠かせません。
また、企業の法務や財務とも関連性が高く、管理体制が整っているかを判断する材料にもなります。
知財デューデリジェンスは一般的には法律事務所や弁護士に委託して実行します。
第三者の観点から調査を実施してもらい、客観的な資料に基づいて企業価値を判断することが重要だからです。
知財デューデリジェンスの目的
知財デューデリジェンスの目的を大きく分けると3つに分類できます。
譲渡側の企業の価値を判断する上で重要な項目なので確認しておきましょう。
知的財産に関連する権利範囲の確認
知財デューデリジェンスは、知的財産に関連する権利について明確にすることが目的です。
知財には以下のように幅広く、有用な権利を保有しているかどうかを網羅的に調査して企業価値を審査します。
- 特許権
- 実用新案権
- 意匠権
- 著作権
- 回路配置利用権
- 育成者権
- 営業秘密
- 商標権
- 商号
- 商品等表示
- 地理的表示
知財を保有しているか、期限が切れていないか、どの程度の範囲で認められているのかといった観点での調査が基本です。
特許を保有していても、既にライセンスされていて範囲が限られているケースもあります。
特許切れが来年に迫っているといった場合もあるので慎重な調査が必要です。
競争優位性・シナジー効果の調査
M&Aでは、統合によってシナジー効果を生み出せる場合に企業価値が高いと判断できます。
知財デューデリジェンスでは保有知財の調査を通して、競争優位性がある権利を保有しているか、自社の権利や技術とシナジーがあるかを確認します。
他社技術と比較して優位性があるか、利用可能性があるかといった観点で評価して価値を判断することが知財デューデリジェンスの目的です。
知的財産リスクの洗い出し
知財デューデリジェンスにはリスクの回避や管理の目的もあります。
特許を申請していても先行技術が存在したり、他社によって権利化されたりしていると認められないリスクがあります。
他社特許を侵害していて無効な場合や、権利を行使できない場合もあるので広い調査が必要です。
知財や営業秘密の管理体制が整っていなくて、情報漏えいによる今後の知財の保護が難しくなるリスクも調査します。
知財デューデリジェンスを進める流れ
一般的に知財デューデリジェンスは、弁護士などの知的財産の専門家に外部委託して実施します。
知財デューデリジェンスの全体の流れを理解することは、委託先と連携して企業審査を進める上で欠かせません。
ここでは譲受側もかかわる点に重きを置いて流れを解説します。
資料開示の請求
知財デューデリジェンスでは一般的には秘密保持契約（NDA）を締結して、譲受側が譲渡側に資料開示を請求します。
M&Aが成立しなかった場合は譲受側にとって情報開示が大きなリスクになるため、事前開示資料では把握できる範囲があまりありません。
委託先との三者NDAを締結して資料開示を促します。
譲受側は委託先と相談し、譲渡側が保有している可能性がある知財を想定して資料開示を求めることが重要です。
資料調査・分析
情報開示を受けたら必要な周辺知財の調査や資料分析を進めます。
知的財産データベースでの先行調査や競合調査を通して、独占的保有性や競争優位性を分析します。
また、特許などの公開資料の場合には被引用回数なども使用して保有知財の価値を評価するのが一般的です。
また、侵害調査をしてリスクを洗い出し、統合後に不利になる可能性を検討します。
疑問点があったときにはインタビューや文書による問い合わせをして明確化します。
審査
最後の企業価値の審査を通して、M&Aをするかどうかを判断する材料とします。
自社の知財や事業と対照して価値を評価し、シナジーを生み出せることと、知財リスクの対策が合理的にできることを確認するプロセスです。
まとめ
知財デューデリジェンスは、特許や著作権などの知的財産についての調査を通して、M&Aにおける譲渡側の企業価値を審査することです。
保有している知財に基づく評価だけでなく、知財リスクを網羅的に把握することを目的とします。
知財デューデリジェンスの結果は、M&Aの価値があるかを判断する材料の一つです。
PMIでの改善方針を決める資料としても重要なので早期に実施することが望まれます。
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