Sorry if I purchase General Motors I get the company including all the factories
It is possible Ukraine might not allow a foreign party to purchase the Antonov aircraft bureau
Ukraine starts liquidation of legendary aircraft manufacturer Antonov
- Thread starter HAIDER
- Start date
Sorry if I purchase General Motors I get the company including all the factories
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
Yes, you get all the GM factory, but you cannot make Camaro from your GM plants even tho GM own Chevrolet and you now own GM. You also cannot uses or make registered product or technology from other GM brand or subsidiary. Unless you pay for the license fee
It's like you purchase the whole Burger King chain and name it The Wiseone Burger Joint, you can make hamburger in your burger joint, of course you can because you will also get all the deep fryer, grills and so on from your purchase, but you cannot name your burger Whooper because it is traded marked to Burger King, even tho you now own Burger King, unless you also purchased the right to the name "Whooper" you cannot use it to name your burger at The Wiseone Burger Joint.
Intellectual properties in general does not include the sale or liquidation of a company, unless that item (the IP Right) is also listed in the liquidation, otherwise you will get all the factory of Antonov in Ukraine but you won't be able to make An-124 anywhere, including in Ukraine factory you just bought, because the AN-124 IP right is not with Antonov, it is with UkroBoronProm, you will need to have permission from them to make An-124, you can use the Antonov Factory you just brought to make Tejas (subject to the IP right of Tejas) or anything you own, but you cannot build An-124 or any Antonov Aircraft as the IP right to the aircraft and technology belong to someone else.
If I own GM I make all the cars GM can make. I own the patents and brands of GM.
Of course I have to license all the patents from non-GM entities
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
lol, it's not like that at all.
You own GM does not mean you own their product, be it their own or their subsidiaries
Patent Law is different than Corporate Law, you can buy GM on the side and get all their hard asset (Employee, Machines, and Factories) but IP right to the product is soft asset, usually big corporation would separate the two streams so they can be used more dynamically.
So even if you bought GM, you are actually in control of all subsidiaries operation as well, because you will control all GM factories, employee, management and so on, plus the % of their subsidiary own by GM, but you will not be owning the IP right of GM or other subsidiary, unless you purchase them as well.
So, you can buy GM and all its factory, but the rights to GM 4200 Platform Chassis is not automatically transfer to you, unless you bought it, or you pay royalty for it.
AN-124 IP right does not just belong to Antonov, the right is also registered to The Ukrainian Government and other entity. Which you will need to check with Antonov or UkroBoronProm
Guynextdoor2
BANNED
- Joined
- Feb 21, 2013
- Messages
- 12,286
- Reaction score
- -42
- Country
- Location
The end of an era in the real sense of the word!
I have no idea what the GM 4200 Platform Chassis is
If I purchase a company I own the IP associated with the company. It is Anglo-Saxon law.
If GM is licensing IP from 3rd party vendor to build cars I am subject to the same restrictions.
This is a different issue. What you are implying is that Antonov is making these planes under license from a 3rd party.
Incog_nito
FULL MEMBER
- Joined
- Jun 27, 2016
- Messages
- 1,189
- Reaction score
- -1
- Country
- Location
The best thing they did. I would say that they should go independent.
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
You don't. And it is not called "Anglo-Saxon" law, it's called Common Law.
The whole point is this. IP is NOT, I repeat, NOT an asset to a company, you acquire a company, you get all its Asset (Workers, Factory, Offices down to the Every File Cabinet). But IP is another things together, IP registration is different, it's about royalty, it may worth something, it may worth nothing, hence it can NEVER be count as an Asset, hence you will not get them, unless you buy these right from the owner, otherwise it will still be the owner of the IP (not the owner of the company).
Say I worked for GM in 2000, I design and invented a Chassis and GM is producing this Chassis and call it 4200. GM own the brand of 4200, but I OWN THE IP right, for GM to sell the 4200, I will detail the royalty for 4200 with GM, that's even if I worked for GM and as an employee of GM when I invented the 4200 Chassis. Unless I sign a clause to relinquish the control of the 4200 IP right, either by selling the right wholesale to GM, or sign a clause saying everything I invented during my employment is the properties of GM, that IP right is never be GM, and even if you bought GM tomorrow, you won't own the 4200 IP unless you pay me enough to have me relinquish control of the right.
IP right is sold separately on many western company, because of the threat of Corporate Espionage, just because someone bought GM, it does not mean they also brought the IP right to all GM product. Be it GM own product (sold as GM brand) or joint venture (may or may not sold under GM brand)
Yes, Antonov would need UkroBoronProm permission to produce AN-124, UkroBoronProm own the IP for AN-124 or other AN Aircraft.. It's like the relationship between Colt and US government regarding the M16/M4 production. Eugene Stoner is the designer for AR-15 and He worked for ArmaLite when he invented the M16, ArmaLite retain the right to AR-15 from Eugene Stoner, and later sold the AR-15 Right to Colt, Colt then was contacted by the US DoD and ask them to produce M16 and M4. Although they were made by Colt and designed by Eugene Stoner (by this time in 1963, he is working for Colt), the ultimate right to produce M16 and M4 does not lies in Colt, but the US Government. Which basically DoD. Colt can make M16 or M4 when they were ordered to by the US military, or the US military may assign another company to produce M16 or M4 with or without Colt participation.
This is how these type of IP right work, just because you bought a company, it does not mean you have access to the product or even the technology to produce the product. Especially if said product is Military hardware
In America all the IP you generate as an employee of the company belongs to the company. Read your employment agreement with the company
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
Wrong again.
Your company don't automatically retain right to IP, some do dictate it, some don't, employment agreement can dictate the stuff you work on and the right associated to you, but at the end of the day, it belong to the person who own it. And even if the Company own it, buying the company does not automatically transfer the IP right of a product to the new owner. As I said, IP right negotiated separately under US Corporate Law. As they do not count as an Asset. it cannot be transferred.
are you stupid or what ??
I have worked for 10 companies. Every single one of them had me sign an agreement on inventions and IP. All my patents belongs to my employer. It was done on employer's property with employer's equipment. If someone buys my employer they got my patent with it.
Read the following links
https://www.quora.com/Why-did-Google-buy-Motorola-for-12-5-billion-and-sell-it-off-for-2-91-billion
http://www.nolo.com/legal-encyclopedia/who-owns-patent-rights-employer-inventor.html
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
Oh My God......You actually need to ask yourself how stupid were you to not understand my point.
I lay this out separately for you because I feel the person who talk about "Anglo-Saxon" law would have understand.
1.) IP right can be belong to an individual, yes, contract may be sign to wave the IP right, but it may not be the case of EVERYBODY, DOS (MS-DOS and IBM-DOS) is a very good example. Just because a company (or 10, in your case) have you to sign to relinquish the creative right, does not mean everyone does. Just mean all the company you worked for is an Arsehole.
2.) IP right is NOT an Asset, and therefore, there are no automatic transfer over when you bought the company, it does not matter if the company or individual own the IP (So regardless of what happened in 1.) . As provided with the case above, Colt/ArmaLite and the ownership if M16/M4. You can buy off Colt, that does not mean you can start making M4.
And in COMMON LAW, there is something called "REBRANDING" which mean if the IP right of an item was held by a company and subsequently that company have bankrupt or have the ownership transferred to a new entity, the IP right does not goes to the new company, instead either the new company buy the IP right from the register separately with the deal or the IP right go expired. And when the IP right expired, the new company then will either have to drop the product sold by the old brand, or rebrand it to the new brand by refiling the IP right under the new company structure (given you have sufficient right to do so)
So, for the last time, to answer your question. NO. IF I BOUGHT THE COMPANY, ALL IP RIGHT DID NOT INHERIT TO THE NEW COMPANY, as they are not Asset, they are not transferable.
Throwing name will not make your argument more valid, it just make your argument more stupid.
Quit being stupid ...
List all Fortune 500 companies that allow their employees to own their patents
companies are not hiring me as a production worker. they are hiring me for my brains.
If I buy Qualcomm tomorrow I inherit all the patents Qualcomm owns.
Qualcomm is not worth much if I do not get the patents
IP assets are not physical assets. But they are financial assets
jhungary
MILITARY PROFESSIONAL
- Joined
- Oct 24, 2012
- Messages
- 19,295
- Reaction score
- 387
- Country
- Location
IP is never considered an asset, I have already set aside a few example to illustrated the point (Colt/ArmaLite on the case of M16/M4, , you can buy which ever company you want, that does not mean you own their IP.
I am going to list a case study from a Law Firm and further illustrate my point regarding IP rights and Insolvency, Irish is running on Common Law Platform, and after this example, I will not be further commenting on this unless you can provide counter argument from a legal source (Law firm, Law Library or etc) because otherwise, I am talking on something you have no idea but some how still think you are right, and that is just stupid.
http://www.matheson.com/news-and-insights/article/intellectual-property-and-liquidation
The following article is published by law firm Matheson regarding Ireland IP law.
Intellectual Property and Liquidation
The intellectual property (IP) rights that protect key software, brands and technical processes can be amongst the most valuable assets of a company. But what happens to IP rights when a company becomes insolvent? What happens to the insolvent company's licences, and to its licensees who may have invested significant amounts of time and money in setting up manufacturing facilities to exploit the licensed technology or in advertising under a particular trade mark? This article addresses these questions through a brief case study analysis of a hypothetical insolvent company, FotoCom Limited (‘FotoCom’).
FotoCom is an Irish manufacturer of photographic equipment and accessories. The company has over 50 employees and an extensive IP portfolio, including trade marks, domain names, registered and unregistered designs, and patents. Despite operating for a number of years, the company experienced severe financial difficulties during 2009 due to a dramatic decline in its European sales and loss of key technicians to an international competitor. As a result, the company recently became insolvent, which led to a winding up order being made and a provisional liquidator being appointed in November 2010. Outlined below are some of the key issues and steps which will need to be addressed during the winding up process in order to maximise the realised value of FotoCom’s IP assets.
Due diligence
Prior to dealing with FotoCom’s IP assets, the liquidator will need to identify and evaluate all of the intellectual property in which FotoCom has an interest. In particular, this due diligence process should include a search of the relevant IP registers where FotoCom trades or has traded in the past, including the Irish and European trade mark and patent registers, and the WHOIS domain name database; enquiries of FotoCom’s directors and employees; and a review of FotoCom’s books and records to identify any IP rights that have not, or cannot, be registered, for example, copyright materials, designs, databases, trading and brand names. The liquidator should also carry out an audit of FotoCom’s intellectual property licences to establish the scope of the rights licensed in and out of the company. This process is important to maximise the value realised for the company’s IP assets, and to reduce the risk that third parties may misappropriate same.
The anti-deprivation rule and fraudulent preference
The liquidator must be alive to the problems that FotoCom may face under Irish law if an IP asset, or interest, is disposed of within 6 months of the winding up order. For example, if a contractual provision provides for the transfer of an asset in the event of insolvency then this provision will be void under the common law rule of anti-deprivation. Further, where assets have been transferred to a creditor or a ‘connected person’ of the directors of FotoCom within this 6 month period (for example, a director’s spouse) the transfer may be deemed to be a fraudulent preference and therefore void under the Companies Act 1963.
Intellectual property licences
As a technology focused company, FotoCom is likely to have a wide range of intellectual property licences, including, for example, licences to use specialised photographic software. When reviewing FotoCom’s IP licences it will be important for the liquidator to analyse the terms and conditions relating to termination and/or assignment. In particular, whether or not there is a right to terminate the licence on insolvency, or to assign the contract to a third party purchaser (though this may be subject to agreement by the other party). Where there are no terms to this effect, the liquidator may choose to disclaim the licence.
For example, where FotoCom has licensed specialist camera software from a third party in return for monthly royalty payments, the liquidator may choose to make an application to the court to disclaim the licence as onerous property under section 290 of the Companies Act 1963. Onerous property is defined under the Act to include ‘unprofitable contracts, or of any other property which is unsaleable or not readily saleable by reason of its binding the possessor thereof to the performance of any onerous act or to the payment of any sum of money’. While we are not aware of intellectual property licences having previously being disclaimed under section 290, the Irish courts have held that a licence for real property can be considered to fall under the definition of ‘onerous property’ and there is no reason to believe that an Irish court could not take a similar approach in relation to an overly burdensome intellectual property licence in circumstances where the licence has a severely detrimental effect on the value of the IP at issue. If the licence is disclaimed, the software licensor, assuming it has suffered loss, would become a creditor of FotoCom to the extent of the loss.
In the alternative, where FotoCom is the licensor of a burdensome or non-profitable licence, the liquidator could again choose to disclaim the licence agreement as ‘onerous property’. The rights and liabilities of third parties entitled to the benefit of the use of FotoCom’s IP, for example, under a patent licence for innovative photographic processing technology, will not be affected as the disclaimer will only operate to release FotoCom from its obligations. The difficulty here, however, is that as a result, the licensee will only have an equitable interest, and therefore could have difficulty transferring the licence or enforcing its rights. In these circumstances, and where the licence for IP rights is exclusive and worldwide, the licensee might be able to seek relief by seeking an order from the court which would vest the legal rights in the patent in the licensee. The licensee would have to be able to establish that it is entitled to the property, or that it is just that the property should vest to it.
Third party rights
There are a number of options available to third parties who have an interest in FotoCom’s IP. In particular, the court may, on the application of any person who is entitled to the benefit, or subject to the burden of, an IP contract made with FotoCom, make an order to rescind the contract on terms that may include payment of damages for non-performance of that contract. Any damages payable under such an order will be deemed to be a debt proved and admitted in the winding up. Alternatively, any person who is interested in IP belonging to FotoCom in liquidation may make an application in writing to the liquidator requesting that it disclaim the relevant property in the applicant’s favour under section 290. If, however, within 28 days of receiving this notice, the liquidator has not given notice to the applicant that he intends to apply to the court for leave to disclaim the property, the liquidator will be precluded from doing so going forward.
Securities
Securities granted to and from FotoCom should be registered with the Irish Patents Office or other relevant European or international registers. If a security has not been registered, then there is a risk that a bona fide purchaser for value without notice will obtain good title to the IP free of the security. In this case, it will be very difficult to protect the chargee’s security interests.
Further, it is important to be aware that, like any other disposition of property, a charge over IP could be construed as a fraudulent preference under the Companies Act 1963 where FotoCom was unable to pay its debts at the time when the security was granted. It will therefore be difficult to enforce a security over FotoCom’s IP where FotoCom has entered the insolvency process shortly afterwards.
This article provides a brief summary of the matters affecting the liquidation of intellectual property assets within Ireland. It is important for both liquidators, and directors of a company experiencing financial difficulties, to take these issues into account and to be ready to take appropriate steps to mitigate any loss of value that may arise as a result. Failure to deal with these issues prior to or during the liquidation process could lead to unnecessary loss of intellectual property assets or a costly recovery effort after the fact.
The highlighted part is the important bits and the red bolded is the expressing of the idea of both IP right is not an asset (with no value declared in Ireland Court) and IP Right is not automatically transferable and must be lodge in a court within 28 days. Otherwise no right will move forward and the right expire.
Again, this is my last post on this, because simply, it's me with fact against your mouth (Which I highly suspected you know nothing about law or IP law as you first claim common law as "Anglo-Saxon" law.) It would be kind of stupid to keep argue with you on this subject matter when obviously, you know nothing about.
Similar threads
