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The company's name and inventions may already belong to someone else

Legal IP diligence checks registered rights such as trademarks and patents, and looks for claims by founders' former employers or universities over work the company relies on.

10 min read · Level 3

The point

The founders I worry about least on IP are the ones who raise their former employer's contract before I ask. It shows they understand the risk and would rather resolve it than hope nobody notices, which tells you something useful beyond the IP itself.

What is it?

Beyond confirming that contributors assigned their work, legal diligence covers:

Registered rights

Right Protects Check Trademark names, logos registered in key markets? conflicting marks? Patent inventions granted or pending? who owns it? where does it apply? Domain web addresses owned by the company, not a founder

Prior claims

Former employer Did a founder develop the idea while employed, under a contract assigning inventions to the employer? University Was the technology developed using university resources, triggering university ownership or licensing terms? Co-developers Did anyone outside the team contribute to the core invention?

Infringement risk

Has the company received letters claiming infringement? Are there dominant patents in its field held by competitors?

Why does an investor care?

Because a company can build a valuable brand or product on rights it does not securely hold. A trademark conflict can force a rebrand after years of marketing; a former employer's claim can threaten the core technology.

These problems are much cheaper to resolve before investment, and some are serious enough to be deal-killers.

This is educational information, not legal advice. Rules differ by country and change — get advice from a qualified professional in your jurisdiction before acting.

Educational, not personalised financial advice. Nothing in the Investor Academy is a recommendation to buy, sell or hold anything — what is right for you depends on your own circumstances and the rules where you live.

Sources: U.S. Patent and Trademark Office; UK Intellectual Property Office; WIPO - Intellectual property

Example

A former employer's claim.

Founder's previous role: senior engineer at a large company Employment contract: assigns inventions 'related to the employer's business' during employment Company's core algorithm: first prototyped in the founder's last three months there Former employer's business: adjacent product area

The investor's lawyer advises there is a credible risk of a claim. Options include seeking a written release from the former employer, restructuring the technology, or declining the investment. The investor asks the founder to approach the former employer for a release before proceeding.

The common mistake

Checking only whether a trademark or patent application exists, without confirming ownership, coverage and the absence of prior claims.

How it works

Step 1: Search trademark and patent registers

Confirm ownership and look for conflicting rights in key markets.

Step 2: Confirm domain ownership

Ensure key domains belong to the company.

Step 3: Ask about founders' prior employment and university ties

Review relevant contracts for invention assignment clauses.

Step 4: Ask about infringement correspondence

Request copies of any claims or letters received.

When to use this

During diligence on companies whose value depends on their brand or technology.

When not to use it

Do not reach conclusions on infringement or ownership disputes without a qualified IP lawyer.

How investors actually did it

A recurring pattern: trade secret and IP disputes over departing employees

Courts in several jurisdictions have heard high-profile disputes in which companies alleged that former employees took confidential information or inventions to start or join competing ventures, sometimes resulting in injunctions, settlements or significant damages.

Where a founder's previous job overlaps with the startup, prior claims deserve direct investigation.

Do this now

  • Search one company's name in a national trademark register
  • Ask whether any founder built the core product while employed elsewhere

Create a free account to read the rest and apply it to your own investing.

Related lessons

  • The company must own its code and follow the licences it uses — Technical diligence confirms that everyone who wrote the product assigned their rights to the company, and that open-source components are used in ways their licences allow. (10 min)
  • Deal killers: the findings that end it — A deal killer is not a very large red flag. It is a fact that has already been established and that no price adjustment can reach. (8 min)
  • Red flags: the signals that mean slow down — A red flag is not a reason to stop. It is a reason to stop moving at the speed you were moving, and to go and find out which of two explanations is the true one. (11 min)

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