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 | |||
| help you do this, and make it easy.  If those vendors cannot, pick a | ||||
| 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 | ||||
| from the party acquired.  This results in new automatic downstream licenses | ||||
| from upstream copyright holders, licenses to all modifications made by 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 | ||||
| situations are ludicrously expensive and inefficient. A simple waiver and | ||||
| release of all claims to GPL compliance against the purchased entity by the | ||||
| purchaser, issued before closure, removes the problem. If the purchasing | ||||
| entity has adequate software governance systems in place, all software | ||||
| acquired in the course of the entity transaction is input to the standard | ||||
| governance processes for acquired software, and downstream compliance by the | ||||
| new merged entity is automatically handled. | ||||
| 
 | ||||
| %FIXME-URGENT: END | ||||
| Finally, other advice available regarding handling of GPL compliance in an | ||||
| M\&A situation tends to ignore the most important issue: most essential | ||||
| copylefted software is not wholly copyrighted by the entities involved in the | ||||
| M\&A transaction.  Therefore, copyleft obligations likely reach out to the | ||||
| customers of all entities involved, as well as to the original copyright | ||||
| holders of the copylefted work.  As such, notwithstanding the two paragraphs | ||||
| in GPLv3\S10, the entities involved in M\&A should read the copyleft licenses | ||||
| through the lens of third parties whose software freedom rights under those | ||||
| licenses are of equal importance to then entities inside the transaction. | ||||
| 
 | ||||
| \section{User Products and Installation Information} | ||||
| \label{user-products} | ||||
|  |  | |||
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	 Bradley M. Kuhn
						Bradley M. Kuhn