Innovative companies that seek to commercialise intellectual property face a specific challenge: standard financing structures are designed for tangible assets, not IP portfolios. Valuing intangible assets, structuring licensing arrangements, protecting against dilution of IP rights, and navigating investor due diligence requires a combination of legal and commercial expertise that traditional corporate law firms rarely provide.
We assist IP-intensive businesses in structuring funding transactions that protect the integrity of their intellectual property while meeting the requirements of investors and lenders. Our work spans capital raises, IP-backed financing, R&D partnerships, and tax-efficient holding structures. The goal is always to ensure that the IP strategy and the financing strategy are aligned: that funding decisions do not inadvertently compromise the IP position, and that the IP portfolio is presented to investors in a way that maximises its perceived and actual value.
Investor due diligence on IP-intensive businesses is rigorous and increasingly sophisticated. Investors will examine ownership of IP (are all assignments documented?), freedom to operate (are there blocking patents?), pending litigation or disputes, licensing arrangements that might affect exclusivity, open source compliance in software portfolios, and the competitive landscape as reflected in patent and trademark filings.
We prepare clean IP ownership structures before fundraising to avoid deal-breaking complications during due diligence. This includes confirming that all IP created by employees and contractors has been properly assigned, that trade secret protection measures are documented, that the trademark portfolio covers the relevant jurisdictions and goods/services, and that patent claims are defensible against the prior art. For software companies, we conduct open source licence compliance reviews to identify and remediate any copyleft exposure that could concern investors.
IP considerations affect transaction structure in ways that are not always immediately apparent. Share purchase agreements need IP-specific warranties covering ownership, non-infringement, and absence of encumbrances. Licensing arrangements between the company and its subsidiaries or partners need to survive the transaction and remain enforceable. Where IP is held in a separate holding entity for tax efficiency (such as under the Belgian innovation income deduction regime), the holding structure must be reviewed for substance requirements and transfer pricing compliance.
For convertible instruments and SAFE notes, IP protection provisions are equally important: the company's IP portfolio should be protected against dilution or encumbrance during the conversion period, and the conversion terms should not inadvertently affect IP ownership or licensing arrangements.
IP-backed financing uses intellectual property as collateral for debt facilities. This is a growing but technically complex area: the valuation of IP for collateral purposes differs from the valuation for transactional purposes, and the lender's security interest must be properly perfected in each relevant jurisdiction. We advise on the structuring of IP pledges under Belgian law and assist with cross-border aspects where the IP portfolio spans multiple jurisdictions.
We assist with seed to Series A rounds, with a focus on technology companies seeking EUR 500K to EUR 10M. We also handle IP-backed debt financing, convertible instruments, and government co-funding structures including VLAIO innovation subsidies.
Investors conducting due diligence will examine ownership of IP, freedom to operate, pending litigation, and any licensing arrangements that might affect exclusivity. We prepare clean IP ownership structures before fundraising to avoid deal-breaking complications during due diligence. A well-documented IP portfolio with clear ownership and defensible rights is a material positive signal to sophisticated investors.
In some cases, holding IP in a separate entity provides tax advantages (under the Belgian innovation income deduction regime) and structural protection (isolating IP from operational risks). However, this structure requires genuine substance, arm's length transfer pricing, and proper documentation. We assess whether a holding structure is appropriate based on the specific IP portfolio, the tax position, and the planned transaction.
Ideally, IP preparation begins 3 to 6 months before the fundraising process. This allows time for IP audits, remediation of ownership gaps (obtaining missing assignments from former contractors), freedom-to-operate analysis, and preparation of the IP section of the data room. Companies that leave IP preparation until due diligence is underway risk delays and value erosion when issues are discovered under time pressure.
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