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Over 3 years ago the development company I was working for went into liquidation owing ~$500K.

There wasn't a lot gained from the sale of the assets and as far as I am aware, the liquidators still hold the IP.

They had some pretty cool IP / tech demos in the works. I enquired about purchasing them at the time the company went under but they were wanting in the region of $100K per piece of IP, which was ridiculous in the sense that there is zero value in the current state of any of it and I imagine the codebase probably isn't worth anything to anyone outside of that original team.

I'm really after advice on how best to approach/tackle these liquidators and get this IP. These guys are old hand accountants with no real clue on the software world, they think this stuff is worth $100Ks but the reality of the situation is that the value is a lot closer to $0, not to mention they haven't been able to move it for for over 3 years and have probably forgotten about it.

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2 Answers

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Can it be as simple as entering an offer?

Something along the lines of "Okay, I understand you are trying to recoup losses. The value of software unimplemented is close to zero - less than zero to people who have no understanding of it. I'm willing to pay X for it"

They will disagree - Then give it time. If they have no bites, then they will likely consider something over nothing.

Another approach is to obtain an exclusive license for the code and enter into a royalty agreement. No cost to you, only upside for them.

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+1 for the first idea. The second approach is a good compromise but careful, what happens if they close completely? who owns the changes to the code base? Long term your adding value to their company not yours. – Robin Vessey Jan 8 at 22:36
@RobinVessey - good point - easier to just pay & avoid the legal agreements (and associated costs). Derivative work clauses would need to be explored plus usage rights survival. Or simply time box the royalties. – jimg Jan 8 at 23:06
up vote 1 down vote

While I like jimg's suggestion, there's some middle ground between those two options:

A structured buyout of the code.

For example, you pay $X now to get the code with a deal to pay Y% of revenue going forward for N years or a certain $-threshold is met. At that point, you own it free and clear.

The nice thing about this structure is that it mitigates risks for both sides:

  • If you can't turn it into something, you didn't pay as much up front and it can revert to them so they can try again. In the meantime, they got a little bit of cash in the deal.
  • If you can turn it into something, they get an ongoing revenue stream and you can still own it later.

I've seen friends buy products this way and I sold a product line last month doing exactly this.

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