Immaterialrättslig due diligence och företagsförvärv - Undersökningspliktens omfattning vid en immaterialrättslig due diligence

Sammanfattning: Summary The purpose of this thesis is to examine and describe the buyer's duty to investigate the company's intellectual property. Intellectual property can have a significant meaning for a commercial company, the intellectual property can also be the core of the company. Intellectual property is divided into four central laws. The first law is the Act on Copyright in Literary and Artistic Works, which regulates the creation of literary and artistic works. The second law is The Patents Act regulates innovative technical solutions. The Third law is The Trade Marks Act that protects, for example, a company's trademark and its identity. The fourth law is the Design Protection Act, which protects a product's design and design overall. The duty to investigate company acquisitions is regulated by the sale of goods act. The sale of goods act is an dispositive law, which means that the law is flexible, the parties' agreement may take precedence over the law. The sale of goods act,works as a supplement to the parties' agreement. Due diligence is a complex process that has begun to have a structure and standard in recent years. The key paragraphs for the area are as follows. Section 17 of the sale of goods act, which regulates the assessment of conformity, and in this essay, the focus will be on the justified expectations. The justified expectations are governed by the parties spheres of risk, which are linked to the parties actions, external circumstances and the custom of the industry and trade practice. The parties sphere of risk may, for example, be affected by the seller's commitments. Good examples of commitments are guarantees, as set out in section 18 of the sale of goods act. This will affect the buyer's scope of the survey on the target company. Further, section 19 regulates the existing condition, the seller's disclaimers and the duty to provide information, which may affect the buyer's risk sphere, which in turn could affect the buyer's justified expectations. If a seller disclaims or informs the buyer about certain circumstances, this could lead to the buyer's scope of the investigation becoming more in-depth, unlike a basic investigation. The duty to investigate is regulated in section 20 of the sale of goods act and it is important to emphasize that the buyer actually has no general duty to investigate the target company. However, the duty can be actualized, on two occasions. The first opportunity is if the seller encourages the buyer to investigate and the second opportunity is if the buyer voluntarily begins to investigate the target company. Other factors that may affect the buyer's scope of the survey are other circumstances, access to the information and the seller's willingness to cooperate.