Full rewrite of the new M&A compliance section.
Again, upon careful reading of the pasted text, it was clearly not as useful as it first appeared, and is in fact somewhat misleading. This rewrite does a better job explaining the necessary focus required for an M&A situation. The section could use some work, but generally speaking IMO this new does a better job than both the pasted text and other texts on the issues I've read elsewhere.
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@ -1309,26 +1309,47 @@ must ensure that CCS is correct and adequate yourself. Good vendors should
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help you do this, and make it easy. If those vendors cannot, pick a
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help you do this, and make it easy. If those vendors cannot, pick a
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different vendor before proceeding with the product.
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different vendor before proceeding with the product.
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% FIXME-URGENT: Needs a new section
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\section{Mergers and Acquisitions}
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% \section{Mergers and Acquisitions}
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[GPLv3] Section 10 also clarifies that in business acquisitions, whether by
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Often, larger companies often encounter copyleft licensing during a Mergers
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and Acquisitions (M\&A) process. Ultimately, a merger or acquisition causes
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all of the other company's problems to become yours. Therefore, for most
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concerns, the acquirer ``simply'' must apply the compliance analysis and
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methodologies discussed earlier across the acquired company's entire product
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line. Of course, this is not so simple, as such effort may be substantial,
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but a well-defined process for compliance investigation means the required
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work, while voluminous, is likely rote.
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A few sections of GPL require careful attention and legal analysis to
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determine the risk of acquisitions. Those handling M\&A issues should pay
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particular attention to the requirements of GPLv2~\S7 and GPLv3~\S10--12 ---
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focusing on how they relate to the acquired assets may be of particular
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importance.
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For example, GPLv3\S10 clarifies that in business acquisitions, whether by
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sale of assets or transfers of control, the acquiring party is downstream
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sale of assets or transfers of control, the acquiring party is downstream
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from the party acquired. This results in new automatic downstream licenses
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from the party acquired. This results in new automatic downstream licenses
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from upstream copyright holders, licenses to all modifications made by the
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from upstream copyright holders, licenses to all modifications made by the
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acquired business, and rights to source code provisioning for the
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acquired business, and rights to source code provisioning for the
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now-downstream purchaser.
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now-downstream purchaser. However, despite this aid given by explicit
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language in GPLv3, acquirers must still confirm compliance by the acquired
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(even if GPLv3\S10 does assert the the acquirers rights under GPL, that does
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not help if the acquired is out of compliance altogether). Furthermore, for
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fear of later reprisal by the acquirer if a GPL violation is later discovered
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in the acquired's product line, the acquired may need to seek a waiver and
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release of from additional damages beyond a requirement to comply fully (and
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a promise of rights restoration) if a GPL violation by the acquired is later
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uncovered during completion of the acquisition or thereafter.
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In our experience, the process whereby these matters are adjusted in most M\&A
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Finally, other advice available regarding handling of GPL compliance in an
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situations are ludicrously expensive and inefficient. A simple waiver and
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M\&A situation tends to ignore the most important issue: most essential
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release of all claims to GPL compliance against the purchased entity by the
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copylefted software is not wholly copyrighted by the entities involved in the
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purchaser, issued before closure, removes the problem. If the purchasing
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M\&A transaction. Therefore, copyleft obligations likely reach out to the
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entity has adequate software governance systems in place, all software
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customers of all entities involved, as well as to the original copyright
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acquired in the course of the entity transaction is input to the standard
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holders of the copylefted work. As such, notwithstanding the two paragraphs
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governance processes for acquired software, and downstream compliance by the
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in GPLv3\S10, the entities involved in M\&A should read the copyleft licenses
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new merged entity is automatically handled.
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through the lens of third parties whose software freedom rights under those
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licenses are of equal importance to then entities inside the transaction.
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%FIXME-URGENT: END
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\section{User Products and Installation Information}
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\section{User Products and Installation Information}
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\label{user-products}
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\label{user-products}
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