Research On Intellectual Property Protection In M&A

In July2010, Nokia Siemens Networks (hereinafter referred to as the NSN) announced aplan that they would acquire the Motorola’s wireless network infrastructure business for1.2billion dollars（hereinafter referred to as NSN M&A or “NSN deal”）. This plan caused thestrong reaction in the telecommunication industry even all walks of life. In January2011, themerger plan had obtained the antitrust license for nine countries or regions, including theUnited States, the European Union, Brazil, Japan, China Taiwan and Turkey, except theMinistry of Commerce of China. The Ministry of Commerce of China’s attitude is the key tothe merger plan. In January2011, HUAWEI sued to Motorola and NSN to The United StatesIllinois north district court, which reversed the process of NSN merger plan and determinedthe progress of the case. On April13,2011, Motorola and HUAWEI announced that thelitigation was settled; On April20,2011, China Ministry of Commerce approved the “NSNdeal”.Although this is the antitrust case, it is the milestone significance about protecting theintellectual property in the mergers and acquisitions. To analyze this case is beneficial to seekthe protection of intellectual property rights in the strategy of enterprise mergers andacquisitions.This article analyzes the “NSN deal” in the different behaviors of all parties mainly fromthe angle of law, and concludes that how important the protection of the intellectual propertyis and how to strengthen the protection of enterprise intellectual property.So that we can putforward the constructive suggestions and measures to protect the intellectual property rights inmergers and acquisitions.The first part introduces the case briefly. In this part, in order to construct the foundationof analyzing the case from the perspective of law in the following part, the author describesthe process of the “NSN deal” in detail, expounds the focus of controversy as well as the finalresult.The second part analyses the conduct of parties in the “NSN deal”, under the perspectiveof the protection of intellectual property.This part mainly introduces three behaviors, forexample, NSN acquiring the Motorola’s wireless network infrastructure business, HUAWEIsuing Motorola infringement of intellectual property rights, the Ministry of Commerce of China delaying the plan, and analysis these behaviors whether they are lawful or reasonable.Therefore, we can summarize the current emergence of a new form of infringement ofintellectual property rights in Mergers and acquisitions about the infringement of intellectualproperty rights. This part also tells us the experience that the owners of intellectual propertyand the government relevant departments respond to mergers and acquisitions about theintellectual property rights infringement.The third part describes the significance and the status quo of the protection of intellectualproperty rights from “NSN deal” in mergers and acquisitions. By analyzing HUAWEI’s act inthe “NSN deal”, the author summarizes the value of intellectual property and the importanceof strengthening the intellectual property rights. At the same time, the author assesses thelevel in China of the intellectual property from the aspects of legal environment, andenterprise itself and so on.The fourth part concludes the revelation from “NSN deal” on the protection of intellectualproperty. This section aims to conclude the experience that the NSN deal "provide us aboutthe strengthening protection of intellectual property in enterprise M&A.Combining with the“NSN deal”, we can get the enlightenment. To strengthen the protection of intellectualproperty rights in the M&A in our country in the future, at least we still needs the furtherefforts in the following aspects.we can improve series of legislation about the protection ofintellectual property in enterprise M&A, pay attention to the judicial protection of intellectualproperty in enterprise M&A, strengthen the administrative protection of intellectual propertyin enterprise M&A., promote intellectual property owners in the consciousness of protectingits intellectual property rights in the enterprise merger acquisition,specialize the intellectualproperty rights.