5. GRANSTRAND, O. AND HOLGERSSON, M. (2013), MANAGING THE INTELLECTUAL PROPERTY DISASSEMBLY PROBLEM.pdf Flashcards
(15 cards)
What is the IP Disassembly Problem in simple terms?
It’s the challenge of fairly separating and allocating intellectual property (IP) when a company is sold, split, or dissolved.
Example: Like trying to divide shared recipes when two chefs who opened a restaurant together decide to part ways.
Why is the IP Disassembly Problem becoming more common?
Because companies often work together on innovations, leading to shared IP, and business sales or breakups are happening more frequently.
Example: Tech firms often co-develop software; if one wants out, deciding who owns what code becomes tricky.
What is the difference between IP Assembly and Disassembly problems?
Assembly is about bringing together rights from many owners to create a product; disassembly is about fairly separating those rights.
Example: Building a car (assembly) vs. dividing car parts when two automakers split up (disassembly).
What real-life example illustrates the IP Disassembly Problem?
Saab Automobile failed to secure needed licenses from GM after being sold, which led to bankruptcy.
Example: Like a bakery being sold without the recipe rights—new owners can’t bake the cakes.
How was the IP Disassembly Volvo case different from Saab?
Volvo carefully planned its IP separation when sold to Geely, using licenses and joint ownerships.
Example: They made sure the cookbook and kitchen tools were properly shared before handing over the business.
What is a change of control clause, and why is it important?
It’s a contract rule that lets a company cancel IP rights if the other party is sold or changes ownership.
Example: GM blocked Saab’s sale to Chinese buyers using this clause to protect its own interests in China.
What’s a good way to manage shared trademarks after a company split?
Create an IP holding joint venture to co-own and license the trademarks.
Example: Like two siblings sharing a family bakery name through a separate legal agreement.
What is background, foreground, and sideground IP?
Background IP: Created before a partnership.
Foreground IP: Created during the partnership.
Sideground IP: Created independently during the partnership.
Example: A song written before a band formed (background), during a jam session (foreground), or by a band member at home alone (sideground).
What’s a limited license vs. a broad license?
Limited license: Use is restricted (e.g., only on certain products).
Broad license: Fewer restrictions, often sub-licensable.
Example: A baking license that lets you make cakes only at one shop (limited) vs. at any shop (broad).
How did Volvo manage IP that both Ford and Volvo needed?
They used licenses with clear rules, sometimes converting limited licenses into broader ones over time.
Example: Giving temporary permission to use a secret ingredient that becomes permanent after a few years.
What is the role of personal relationships in managing IP disassembly?
Trust and good relationships between companies help make deals work and reduce negotiation costs.
Example: A friendly breakup where both parties calmly agree who keeps the dog.
What does the IPD Framework help companies do?
It helps categorize IP based on importance and decide whether to transfer, license, or co-own it.
Example: Like sorting items during a divorce: what you keep, what you share, and what you sell.
What happens if neither party needs a piece of IP after a split?
They can sell or license it to a third party to earn money.
Example: Selling an old oven you both used but no longer need.
Why is IP disassembly harder than splitting physical assets?
Because IP can be shared, improved, or hidden, and isn’t tied to a physical object.
Example: Unlike splitting chairs, you can’t “cut” a software algorithm in half.
What is a key lesson from this article about IP management?
Good IP contracts, early planning, and clear categorization reduce risks and help avoid business failures.
Example: Preparing a prenuptial agreement before marriage helps avoid messy splits.
