Poison pills of all kinds
Many of us would associate poison pills with articles of an association and their special clauses that limit voting rights. But the expression poison pill is just perfect and its usage has expanded to many other unpleasant surprises as well. Due diligence in particular is designed to detect those pills and to protect the buyer so that the content of the pill does not puff on the vendor’s eyes.
Employment or labor section of a due diligence can appear really boring and killing when the material comes from a foreign jurisdiction. On surface labor risk analysis in the form of a due diligence appears local and possible issues would be handled locally, so why bother. However, one observation just might have global relevance for an international operation.
Employees’ rights to IPR or their inventions is handled slightly differently from one country to another. In
the key point to understand is that it is
not possible for the employee to waive his/her rights
to the invention in advance. Such agreement may exist but it cannot
be enforced. It is null and void. A standard solution would be to
agree with the employee on compensation as early as possible, i.e. when the
very first signs of an invention have been identified. For an MA transaction
this is an issue for drafting and calculus, although with a local origin. Finland
Tina Taivaloja, LLM