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Shannon Zollo Comments on Uber’s Due Diligence Process in Otto Acquisition 11/01/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate.
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M0846567In Corporate Counsel’s “Should Uber’s Salle Yoo Have Taken Earlier Look At Critical Due Diligence Report,” corporate partner Shannon Zollo comments on Salle Yoo’s, the chief legal officer at Uber, potential involvement in the due diligence process during Uber’s acquisition of Otto. The issue is at question in Uber’s ongoing court battle with Waymo, where Uber claims that Yoo did not see the due diligence report until a year after the acquisition was announced. Shannon remarks that Yoo may have “relied extensively on the internal team.” He also poses the question:

Independent of this situation, does it make strategic sense at times for people in positions of authority to not be exposed to potentially damaging information?”

For Shannon’s answer to that question and to read more about the case, read the full Corporate Counsel article.

Corporate Attorney Shannon Zollo Explains In-House Counsel’s Role in Due Diligence 07/05/2017

Posted by Morse Barnes-Brown Pendleton in Attorney News, Corporate, Intellectual Property.
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M0846567In Corporate Counsel’s article “10 Uber In-House Attorneys Saw Due Diligence Report in Battle With Alphabet“, Shannon Zollo comments on the role of in-house counsel in the due diligence process. The article discusses a due diligence report from Uber’s acquisition of Otto, in which Alphabet claims there is proof that Uber knowingly acquired stolen intellectual property. As such, the importance of the due diligence process is highlighted and, in particular, in-house counsel’s role in the process.

Shannon explains that the goal of the due diligence period is to review a target company in a merger or acquisition and ascertain whether or not there are any potential issues. He notes:

The purpose of a diligence report is to understand as best as is possible before you close, the nature of the target and whether that target fits within your acquisition profile across the board.”

If any issues do arise, Shannon states that the buyer’s internal team has to discuss the next best steps and that “in-house counsel should be deliberate in trying to maintain privilege”.

For more information from Shannon on the due diligence process read the full article.

Social Media – Due Diligence 12/11/2013

Posted by Morse Barnes-Brown Pendleton in Corporate, Public Companies.
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Corporate Attorney Jonathan CallaBy: Jonathan Calla

Social media websites such as LinkedIn, Twitter, Facebook, Instagram and YouTube have become useful vehicles for companies to disseminate information. The instantaneous promotion and advertising of company products and services to a wide audience through social media websites has motivated companies to incorporate the use of social media websites as a part of their business strategy. The integration of social media websites to the business strategy of companies is expected to continue and grow in response to the pressure on companies to remain competitive in their respective industries.

In most M&A transactions, and more specifically as part of the legal due diligence process, a buyer will typically request from a target any press releases that have been previously disseminated by a target over a defined period of time. While a press release request may not produce the delivery by a target of documents related to its use of social media, review of the content shared by a target on such websites should not be ignored by a buyer. Accordingly, buyers should consider expanding their due diligence requests of a target to specifically include requests for information related to its use of social media websites. More specifically, buyers may want to consider incorporating the following into their due diligence request lists: (i) the names of social media websites used by the company, (ii) the names of employees or third parties who access and operate social media websites used by the company (and any usernames or passwords, if applicable), and (iii) an explanation of the company’s use of each social media website.

Specifically requesting the social media website information above will ensure its delivery by a target, and more importantly, will assist buyers with a comprehensive review of a target’s social media presence.

For more information on this topic, please feel free to contact Jonathan.

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