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Royalty Rights as Unsecured Claims: The Relevance of Mallinckrodt to M&A, Revenue or Royalty Interest Financings, and Other Transactions Involving Future Payment Streams
2023-02-21

Consider this scenario: A company sells intellectual property rights to a buyer that plans to develop the IP into a profitable product. The buyer pays a minimal upfront purchase price in cash, with the most valuable consideration taking the form of future “royalties” and/or “milestone payments” related to the development and sale of the product. Upon closing the buyer obtains ownership of the IP.

Filed under:
USA, Copyrights, Corporate Finance/M&A, Designs and trade secrets, Insolvency & Restructuring, Litigation, Patents, Trademarks, Covington & Burling LLP, Royalty payment, Bankruptcy
Location:
USA
Firm:
Covington & Burling LLP
View Original Article
Texas Showdown Over Class Claims
2018-01-23

This past November, the Bankruptcy Court for the Southern District of Texas sided with the majority of circuit courts when it held (i) that bankruptcy courts may apply Federal Rule of Civil Procedure 23 to class proofs of claim and administrative proofs of claim, and (ii) that a putative representative may file a conditional claim on behalf of a putative class that may later be certified.

Filed under:
USA, Texas, Energy & Natural Resources, Insolvency & Restructuring, Litigation, Squire Patton Boggs, Royalty payment, Class action, Federal Rules of Civil Procedure (USA), United States bankruptcy court, US District Court for Southern District of Texas
Authors:
Peter R. Morrison
Location:
USA
Firm:
Squire Patton Boggs
View Original Article
You go bust, your assets are mine! The anti-deprivation rule considered
2010-05-31

There is something positively Dickensian when looking at the anti-deprivation rule (the "rule") and images come up of scribes working in dark and dismal rooms scratching their quills by dim candle light. Indeed, the rule dates back to the nineteenth century and many lawyers would be hard-pressed to explain it even if they are able to grasp the contradictions and fine distinctions thrown up by the old cases. In essence, the rule provides that a contractual provision is void if it provides for the transfer of an asset from the owner to a third party upon the insolvency of the owner.

Filed under:
United Kingdom, Corporate Finance/M&A, Insolvency & Restructuring, Litigation, Jones Day, Share (finance), Royalty payment, Bankruptcy, Landlord, Leasehold estate, Joint venture, Liquidation, Fair market value, Common law, Articles of association, Liquidator (law), Lehman Brothers
Authors:
Michael Rutstein , Victoria Ferguson
Location:
United Kingdom
Firm:
Jones Day
View Original Article
Intellectual property in bankruptcy
2008-06-20

Intellectual property rights, such as copyrights, trademarks, and patents, are critical to the operation of many businesses. Often the rights to use intellectual property are dependent upon licenses granting a contractual right to the use of the intellectual property. The bankruptcy of an intellectual property licensor can substantially impact the business of the licensee and the continued right to the use of the licensed intellectual property. Similarly, a bankruptcy filing by a licensee may jeopardize important revenue streams, which a licensor of the intellectual property relies upon.

Filed under:
USA, Insolvency & Restructuring, Intellectual Property, Wiley Rein LLP, Royalty payment, Bankruptcy, Debtor, Breach of contract, Business judgement rule, United States bankruptcy court
Location:
USA
Firm:
Wiley Rein LLP
View Original Article
Identifying and dealing with a financially troubled franchisee
2008-04-18

Part I: Spotting a Financially Troubled Franchisee in Time to Do Something about It

Filed under:
USA, Franchising, Insolvency & Restructuring, Wiley Rein LLP, Royalty payment, Bankruptcy, Collateral (finance), Accounts receivable, Option (finance), Franchise agreement, Cashflow, Default (finance), Leverage (finance)
Location:
USA
Firm:
Wiley Rein LLP
View Original Article
French Finance Act 2012 and 4th Amended Finance Act 2011
2012-01-04

Amendments to the rules of deductibility of interest expenses

Further restrictions to deductibility of interest expenses incurred in relation to a share purchase1

Filed under:
France, Company & Commercial, Corporate Finance/M&A, Insolvency & Restructuring, Tax, Latham & Watkins LLP, Royalty payment, Debt, Finance Acts (UK)
Location:
France
Firm:
Latham & Watkins LLP
View Original Article
IRS issues final Treasury regulations addressing tax treatment of partnership debt for equity exchanges
2011-11-16

Background

Filed under:
USA, Company & Commercial, Insolvency & Restructuring, Tax, Latham & Watkins LLP, Royalty payment, Tax exemption, Debtor, Safe harbor (law), Interest, Taxable income, Debt, Liquidation, Fair market value, Intangible asset, Bankruptcy discharge, Internal Revenue Code (USA), Internal Revenue Service (USA)
Location:
USA
Firm:
Latham & Watkins LLP
View Original Article
Bankruptcy Code’s patent protection extended to licensees of foreign debtors in chapter 15 case
2011-11-09

In a case of first impression, In re Qimonda AG, the Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) found that the protections of section 365(n) of the Bankruptcy Code are available to licensees of U.S. patents in a chapter 15 case even when these protections are not available under the foreign law applicable to the foreign debtor.

Filed under:
USA, Insolvency & Restructuring, Litigation, Patents, Dechert LLP, Royalty payment, Bankruptcy, Debtor, Remand (court procedure), Comity, Debtor in possession, Title 11 of the US Code, United States bankruptcy court, US District Court for Eastern District of Virginia
Location:
USA
Firm:
Dechert LLP
View Original Article
Fifth Circuit: recharacterization, it’s not just for insiders anymore
2011-08-17

The Bottom Line:

Filed under:
USA, Insolvency & Restructuring, Litigation, Kramer Levin Naftalis & Frankel LLP, Royalty payment, Bankruptcy, Conflict of laws, Debtor, Interest, Debt, Legal burden of proof, Maturity (finance), United States bankruptcy court, Fifth Circuit, Fourth Circuit
Authors:
Matthew Ziegler
Location:
USA
Firm:
Kramer Levin Naftalis & Frankel LLP
View Original Article
A closer look at the Jackson Hewitt bankruptcy
2011-05-29

Introduction

Filed under:
USA, Delaware, Insolvency & Restructuring, Litigation, Fox Rothschild LLP, Royalty payment, Bankruptcy, Landlord, Leasehold estate, Debt, Secured loan, United States bankruptcy court, US District Court for District of Delaware
Authors:
L. Jason Cornell
Location:
USA
Firm:
Fox Rothschild LLP
View Original Article

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