Join Nevium’s Doug Bania along with other legal and business music professionals for a SXSW panel session related to the Blurred Lines damage calculations.
The Blurred Lines copyright infringement ruling, which Robin Thicke and Pharell Williams have vowed to appeal, provides a window into how valuation experts work with legal counsel to put a number on it for their mutual clients and the perils of having such questions go to a jury for verdict. This expert panel comprised of a litigator, CPA, an IP professional and a transactional attorney will speak with firsthand experience of damage calculations in the Blurred Lines case and comment on other legal actions that followed, including those against Ed Sheeran (“Photograph”), Led Zeppelin (“Stairway to Heaven”) and Beyoncé (‘Lemonade”) to bring clarity to what otherwise might merely seem to be blurred lines.
March 10-19 in Austin, Texas for SXSW 2017 – South By Southwest dedicates itself to helping creative people achieve their goals. Founded in 1987 in Austin, Texas, SXSW is best known for its conference and festivals that celebrate the convergence of the interactive, film, and music industries. The event, an essential destination for global professionals, features sessions, showcases, screenings, exhibitions, and a variety of networking opportunities. SXSW proves that the most unexpected discoveries happen when diverse topics and people come together.
Many businesses are bought and sold for the sole purpose of obtaining the company’s history, reputation and other brand-oriented intellectual properties, but in many transactions there is a disconnect between the buyer and seller regarding what assets are to be included in the brand bundle. Brand extension and licensing offers brand owners the opportunity to access new markets and increase their financial performance but carries the risk of brand dilution and added costs. Therefore, brand valuation related due diligence should be a key component of brand-based transactions.
From our experience advising and managing brand transactions, when performing due diligence related to a brand acquisition or preparing for the sale of a brand-oriented company, the ability to identify and/or promote the important factors that are driving the brand’s value leads to better transaction outcomes for both the buyer and seller. A clear understanding of the components of brand valuation leads to clear communication during the negotiation process and fewer post-transaction disputes.
Therefore, we have adopted a typical brand valuation due diligence checklist to focus on brand-based transactions. Brand-based transactions can be business or business unit acquisitions, trademark and brand asset licensing, and brand extension opportunities. We hope utilizing this check list will enable more successful brand transactions.
Brand Valuation Due Diligence Checklist
Company & Financial Information
- Historical income statements, balance sheets and cash flow statements for the relevant business units for the past five (5) years
- Most recently completed business plans, budgets and/or projected financial and operating results for the relevant business units (including projections for each key source of revenue, including licensing or royalty income streams)
- What proportion of the Company’s revenues is derived from products or services using proprietary trademarks or trade names?
- Timeline of relevant events (company origin, key contracts, license and other major agreements, acquisitions, etc.)
- Copies of any 3rd party analysis or valuations of the Company
- List and description of primary responsibilities for the key employees at the Company
Intellectual Property Assets
- Description of Company’s licensing strategies
- Copy, or summary description, of all technology or intellectual property licensing agreements between the Company and any other businesses
- Are there any inter-company charges for use of intellectual properties?
- List all IP registrations for patents, trademarks and copyrights; in all countries, including provisional and non-provisional
- Description of any, process and/or production know-how and trade secrets
- List all Domain names and websites, and description of e-commerce activities
- Brief description of key customer and supplier relationships
- Copies of prior analysis, if any: internal analysis and/or 3rd party reviews; and/or valuation or analysis of the Company’s intellectual property assets
- Discussion and data related to historical costs incurred to create the Subject Assets
Industry & Market
- Discussion of major competitors, and/or comparable companies, covering areas such as: product line description, estimated revenues or market share, relative strengths and weaknesses, known expansion plans or acquisitions, what companies might be potential new entrants into this space, etc.
- Copies of independent market or industry research relevant to this particular space, covering such areas as: historical performance, performance forecasts, descriptions of industry trends, etc.
Marketing, Advertising & Promotion
- Description of ongoing promotional programs, including marketing and advertising campaigns
- Promotional strategy and budget for product sales
- Capital raising or fundraising strategies
- Review of distribution channels employed – past and present
Internet and Social Media
- Access to the company’s website analytics software, (often, but not always, Google Analytics).
- If access is not immediately available, relevant analytic data related to website visits, time visitors remain on the site and number of page views per unique visitor, etc.
- List of domain names, registrar details and proof of ownership
- Website platform details and any work-for-hire contracts
- List of social media accounts and username and password login details
Each transaction opportunity is unique and this list may not include all of the items a potential buyer, seller, licensor or licensee will need to consider in a specific transaction.
To obtain a PDF copy of this checklist, please click here.
For an article related to Brand Valuation, please click here.
To learn more about brand due diligence and the analytical steps we recommend before executing brand-related transactions contact Brian or Doug at Nevium at 858 255 4361.
For 2016 the University of New Hampshire School of Law was recently ranked #5 for Intellectual Property Law by U.S. News and World Report
Recently, Brian and Doug were invited to present and participate in a panel discussion to the students and faculty at UNH on Brand Valuation. During the session, Nevium’s principals discussed how different definitions of “Brand” and the use of different valuation methodologies can impact valuation results. The presentation covered challenges encountered when defining what exactly is included in “Brand Assets” when advising clients involved in transactions or litigation, and key elements of conducting a brand valuation analysis.
Both Brian and Doug are available to discuss brand valuation concepts and challenges at 858 255 4361.
Nevium has contributed a new chapter to The Comprehensive Guide to Economic Damages, edited by Nancy J. Fannon and Jonathan Dunitz, Esq. This essential reference for experts, analysts and litigators provides a deep and rich resource on damage calculations. Nevium’s chapter “Using Internet Analytic Tools for Valuation and Damages Calculations in Internet IP Infringement and Damages Cases” explores the overlap between Internet and social media analysis and intellectual property valuation.
In modern business, the new corner store is located on our laptops and smartphones. Today’s business advisors and counsel need to understand the value of a company’s Internet and social media assets to better assist their clients in a wide range of transactions and disputes. In business transactions, well managed websites and social media accounts add value to the overall business. Understanding how business websites and social media accounts contribute to value is a critical component in licensing, M&A and partnership transaction negotiations.
In an infringement and litigation context, Internet and social media analytical tools provide the data to support legal arguments and expert opinions related to Internet damages and online defamation. Today’s business attorneys and litigators need to understand how the tools are used to analyze website traffic and social media use and how the data can be leveraged to quantify economic damages and loss of value.
The Chapter explains how valuation analysts and damages experts can use the new world of data available from Internet and social media analytics.
To learn more about incorporating Internet and social media analytics in your projects, download a free copy of Nevium’s chapter by clicking here.
Every informed stakeholder in business valuation, performance benchmarking, or risk assessment turns to Business Valuation Resources for authoritative deal and market data, news and research, training, and expert opinion. On July 21st, Brian and Doug will present a webinar for BVR titled: “Misuses of IP Over the Internet: Searching for Value.”
This webinar continues Nevium’s leadership in the area of misuses of IP over the Internet and Internet IP Infringement Nevium is leading the way in using Internet and Social Media analytics to complement and enhance Intellectual Property valuations and IP Infringement damage calculations. During the webinar presentation, Brian and Doug will share core skills in using Internet analytics tools, and an update on how these tools have been applied in valuation, damage calculations, litigation support and expert testimony assignments.
To attend the webinar, register with BVR HERE
Nevium’s principals have been invited to present during NACVA and the Consultants’ Training Institute’s upcoming “Webinar Week: Special Topics in Forensic Accounting.” The webinar series will be held from April 25, 2016 through April 29, 2016. Brian Buss and Doug Bania, co-founders of Nevium Intellectual Property Solutions of San Diego, California will be presenting the topic “Valuation and Damages Calculations in Cases Involving Internet Infringement and Defamation.” Brian and Doug are accomplished experts who have provided expert opinions and testimony in cases involving the value of celebrity endorsements, the impact of online trademark infringement, social media defamation and the use of website analytics in intellectual property infringement cases. Other participants in the Webinar are recognized experts in financial forensics.