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.
This commit is contained in:
		
							parent
							
								
									fed5eac075
								
							
						
					
					
						commit
						5bc647b591
					
				
					 1 changed files with 36 additions and 15 deletions
				
			
		|  | @ -1309,26 +1309,47 @@ must ensure that CCS is correct and adequate yourself.  Good vendors should | ||||||
| help you do this, and make it easy.  If those vendors cannot, pick a | help you do this, and make it easy.  If those vendors cannot, pick a | ||||||
| different vendor before proceeding with the product.  | different vendor before proceeding with the product.  | ||||||
| 
 | 
 | ||||||
| % FIXME-URGENT: Needs a new section | \section{Mergers and Acquisitions} | ||||||
| % \section{Mergers and Acquisitions} |  | ||||||
| 
 | 
 | ||||||
| [GPLv3] Section 10 also clarifies that in business acquisitions, whether by | Often, larger companies often encounter copyleft licensing during a Mergers | ||||||
|  | and Acquisitions (M\&A) process.  Ultimately, a merger or acquisition causes | ||||||
|  | all of the other company's problems to become yours.  Therefore, for most | ||||||
|  | concerns, the acquirer ``simply'' must apply the compliance analysis and | ||||||
|  | methodologies discussed earlier across the acquired company's entire product | ||||||
|  | line.  Of course, this is not so simple, as such effort may be substantial, | ||||||
|  | but a well-defined process for compliance investigation means the required | ||||||
|  | work, while voluminous, is likely rote. | ||||||
|  | 
 | ||||||
|  | A few sections of GPL require careful attention and legal analysis to | ||||||
|  | determine the risk of acquisitions.  Those handling M\&A issues should pay | ||||||
|  | particular attention to the requirements of GPLv2~\S7 and GPLv3~\S10--12 --- | ||||||
|  | focusing on how they relate to the acquired assets may be of particular | ||||||
|  | importance. | ||||||
|  | 
 | ||||||
|  | For example, GPLv3\S10 clarifies that in business acquisitions, whether by | ||||||
| sale of assets or transfers of control, the acquiring party is downstream | sale of assets or transfers of control, the acquiring party is downstream | ||||||
| from the party acquired. This results in new automatic downstream licenses | from the party acquired.  This results in new automatic downstream licenses | ||||||
| from upstream copyright holders, licenses to all modifications made by the | from upstream copyright holders, licenses to all modifications made by the | ||||||
| acquired business, and rights to source code provisioning for the | acquired business, and rights to source code provisioning for the | ||||||
| now-downstream purchaser. | now-downstream purchaser.  However, despite this aid given by explicit | ||||||
|  | language in GPLv3, acquirers must still confirm compliance by the acquired | ||||||
|  | (even if GPLv3\S10 does assert the the acquirers rights under GPL, that does | ||||||
|  | not help if the acquired is out of compliance altogether).  Furthermore, for | ||||||
|  | fear of later reprisal by the acquirer if a GPL violation is later discovered | ||||||
|  | in the acquired's product line, the acquired may need to seek a waiver and | ||||||
|  | release of from additional damages beyond a requirement to comply fully (and | ||||||
|  | a promise of rights restoration) if a GPL violation by the acquired is later | ||||||
|  | uncovered during completion of the acquisition or thereafter. | ||||||
| 
 | 
 | ||||||
| In our experience, the process whereby these matters are adjusted in most M\&A | Finally, other advice available regarding handling of GPL compliance in an | ||||||
| situations are ludicrously expensive and inefficient. A simple waiver and | M\&A situation tends to ignore the most important issue: most essential | ||||||
| release of all claims to GPL compliance against the purchased entity by the | copylefted software is not wholly copyrighted by the entities involved in the | ||||||
| purchaser, issued before closure, removes the problem. If the purchasing | M\&A transaction.  Therefore, copyleft obligations likely reach out to the | ||||||
| entity has adequate software governance systems in place, all software | customers of all entities involved, as well as to the original copyright | ||||||
| acquired in the course of the entity transaction is input to the standard | holders of the copylefted work.  As such, notwithstanding the two paragraphs | ||||||
| governance processes for acquired software, and downstream compliance by the | in GPLv3\S10, the entities involved in M\&A should read the copyleft licenses | ||||||
| new merged entity is automatically handled. | through the lens of third parties whose software freedom rights under those | ||||||
| 
 | licenses are of equal importance to then entities inside the transaction. | ||||||
| %FIXME-URGENT: END |  | ||||||
| 
 | 
 | ||||||
| \section{User Products and Installation Information} | \section{User Products and Installation Information} | ||||||
| \label{user-products} | \label{user-products} | ||||||
|  |  | ||||||
		Loading…
	
	Add table
		
		Reference in a new issue
	
	 Bradley M. Kuhn
						Bradley M. Kuhn