Expertise/Intellectual Property

Service

Buying or Selling a Brand

A brand is sold as a set of assets – trademarks, patents, a website, marketplace pages, packaging design, content and recipes – and each of them passes to the buyer in its own way.

We are most often instructed by:

  • Brand owners exiting a line of business or selling a product line
  • Buyers of a brand or an individual trademark
  • Rights holders in whose name some of the brand's assets are registered

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
The brand in a transaction

The buyer of a brand pays for a recognized name and for sales that can be continued without starting from scratch.

The seller is paid for a brand that has taken years to build: when exiting a line of business, changing focus or selling a single product line while keeping the company. Everything that remains with the seller and that it will continue to use is recorded in the agreement: a dispute after closing more often arises over an asset on which the parties did not agree.

The buyer receives the rights to trademarks and patents in full: a trademark or patent assignment agreement is concluded and the transfer of rights is reflected in an entry at Rospatent. If an asset remains with the seller and the buyer needs the right to use it, a licence agreement is concluded. Remaining stock is sold, and contracts with suppliers and distributors are transferred with the counterparties' consent. An overarching agreement links these documents through the price and the closing procedure; the consequences, including tax consequences, depend on how the transaction is documented.

The price depends on what exactly the buyer receives. For example, licensees' rights and a pledge survive a change of rights holder, and protection of a mark that has not been used for a long time may be terminated early at the request of an interested party.

Recipes and technologies pass as know-how: the buyer receives them as described in the agreement. Their value is preserved as long as the information remains confidential: the seller is obliged not to disclose it after the transaction as well, and on the buyer's side it is protected by a trade secret regime.

02 / Outcome
Service Outcome
  • Opinion on rights to the assetsThe rights holder, the scope of protection, licences, any pledge and the risk of early termination of the trademark's protection.
  • Transaction documentsThe transaction agreement and agreements for each type of asset.
  • Closing materialsApplications to register the transfer of each trademark and patent, and documents on payments and the handover of assets.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Preparation
What the work is built on

  1. Materials

    The work is built on the documents and information about the transaction; the following points are relevant.

    • Brand componentsKnown assets: trademarks, patents, website, marketplace pages, recipes, contracts.
    • PartiesWho is selling and who is buying, in whose name each asset is registered, documents confirming authority.
    • TermsThe price, the payment schedule and what remains with the seller.
    • RestrictionsKnown agreements with licensees, pledges, third-party claims.
    • Other party's draftIts version or agreed terms, if any.

  2. Assessment

    On the basis of the materials, the risks, the possible solutions and their consequences are identified.

  3. Plan

    For the chosen option, a plan is drawn up: the sequence of steps, timing and scope of work.

04 / Projects
Selected Projects
01 / 04

Acting for the buyer

Intellectual property rights in the acquisition of an equipment and digital solutions manufacturer

Challenge

The buyer was acquiring shares in a foreign company that owned a Russian manufacturer of industrial equipment and digital solutions for equipment management and monitoring, as well as shares in a Russian legal entity. The acquisition of the foreign company was governed by English law.

What was done

The comprehensive legal due diligence of the Russian business covered intellectual property rights, as well as the corporate history, business operations, contractual relationships and other matters material to the transaction. The foreign ownership structure, title to the shares being acquired and the legal aspects of the buyer's entry into the existing corporate structure were analysed separately.

The structure and documents of the transaction were agreed. The findings on the Russian and foreign parts of the structure were reflected in the terms of the transaction and the arrangements for its closing.

Preparing for franchising

Consolidation of rights to a group's accounts, websites and materials before franchising

Challenge

A group of companies was engaged in extensive marketing, but its accounts, websites and rights to the materials created were registered in the names of different entities within the group. To set up franchises later, the rights had to be brought together in the group's management company.

What was done

It was established which group entity held each asset, and the transfer of rights to the management company was documented. The rights to the group's marketing assets were put in order and consolidated in the hands of a single entity.

Trademark dispute

Non-use dispute over a trademark that blocked registration of the client's mark

Challenge

The client needed to register a trademark to brand the services of a travel agency. Registration was blocked by another company's mark: that company used it for a cosmetics brand, but the protection of the mark also extended to a number of Nice classes the client needed.

What was done

Claims for early termination of the legal protection of the mark for non-use were prepared in respect of those classes. The claims were put to the rights holder at the pre-trial stage, and the dispute was settled without going to court.

Purchase of an interest

Review of an app developer's intellectual property rights

Challenge

The buyer was acquiring an interest in a company developing a healthy lifestyle app with a weekly audience of more than 1.5 million users worldwide. Comprehensive legal due diligence of the business being acquired was a key part of the engagement.

What was done

The company's intellectual property rights were analysed, as well as its corporate history, business operations and employment relationships. The due diligence findings were taken into account in structuring the transaction and preparing the contractual documentation.

05 / Questions
Frequently Asked Questions

The rights are transferred to the seller before signing, or the rights holder joins the transaction as a party. The agreement makes payments conditional on all rights relating to the brand passing to the buyer.

Where the company itself is sold together with the brand, the transaction is handled as a purchase and sale of a business.

The arrangements reached are taken as the basis. Rights and restrictions are analysed before signing, and if the analysis reveals new circumstances, a negotiating position is prepared; the transaction is supported through to the entries at Rospatent and closing.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Other Services in This Practice
Trademarks Protection and Disputes Licence Agreements Franchising Assignment of Exclusive Rights Computer Programs and Databases Account Disputes Domain Name Disputes Madrid System Trade Secrets and Know-How Inventions Utility Models Industrial Designs Documents and Consultations

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