Intellectual Property and Sarbanes-Oxley?

What does the Sarbanes-Oxley Act of 2002 (or “SOX”) have to do with intellectual property you ask? While these two topics have historically made for strange bedfellows, the importance of managing intellectual property assets and issues surrounding those assets under Sarbanes-Oxley is increasingly becoming a potential trap for the unwary.

Passed into law in 2001 in large response to the then-recent corporate corruption and fraud scandals involving the likes of Enron, WorldCom, HealthSouth, Tyco, Adelphia and others, Sarbanes-Oxley represents one of the most sweeping changes in U.S. securities laws in the past 70 years. In the wake of these scandals, SOX attempted to bolster investor confidence by increasing transparency and accountability in financial accounting involving public companies here in the U.S. SOX has proven, however, to be much more than a law addressing financial accounting. SOX is written broadly to trigger obligations with respect to any and all assets that have a material impact on the financial condition of a public company — including IP assets.  As intellectual property assets have come to comprise an increasingly more material part of the value of most all companies (not just “technology” companies, but all companies that rely on technology to conduct their day-to-day operations), intellectual property has come to play an ever more material role in the financial condition of those companies. As a result, intellectual property assets and the management of those assets and issues relating to those assets has (and will continue) to pose an increasingly more important issue with respect to SOX compliance (notably, even as to companies for which it has not posed an issue in the past). While the issue of SOX and IP will be front and center for public companies, even private companies that plan in the future to become publicly traded or that are planning an exit by merger or acquisition with a public company, should be wary of the potential risks posed by IP under SOX.

Earlier this week I covered this topic and discussed the growing importance of the management of intellectual property assets under Sarbanes-Oxley in a presentation at the 2008 Intellectual Property Institute in Denver. I had the pleasure of sharing the stage for the presentation with Dean Salter, one of my partners at Holme Roberts & Owen and truly the “dean” of the Denver securities law community. As usual when presenting with someone of Dean’s stature, I probably ended up taking away from the presentation just about as much as I contributed. The materials from the presentation are available online if you would like to read more about this topic. We will also be giving the presentation as a webinar later this year. Stay tuned for details.

IP “Crash Course” Online

Thanks to the sponsorship of Silicon Flatirons, TechStars, the Longmont Entrepreneurial Network (or “LEN” for short), and Colorado Capital Group we were able to put on a great Intellectual Property “Crash Course” for Entrepreneurs presentation at the end of last month before a standing-room-only crowd at the University of Colorado School of Law. Thanks to all of you who attended the event (especially those who had to sit in the aisles or stand during the presentation)!

As I mentioned during the event, the presentation was recorded. While I had hoped to have had the audio portion of the presentation online by now, we are still working to have the audio synchronized with the slides before posting. Since many of you have been (patiently) waiting for the presentation to be posted online, I have gone ahead and posted a copy of the slides to this site. I am hoping that this will suffice until we can get the audio synchronized and uploaded. Please stay tuned for the audio — and thank you for your patience. ;-)

Webinar Podcast Now Online

A quick update on the webinar I did at the end of August with Matt Asay and Alfresco. Stephen Walli has been generous enough to post the audio podcast from the webinar to his podcast web site. The slides from the webinar are already online on this site. The audio podcast captures the Q&A portion of the webinar as well as the presentation itself. I encourage you to check it out.

Special thanks to Stephe for his generosity in posting (and hosting) the audio podcast to his site.

Free (as in free beer) Free and Open Source Licensing Webinar follow-up

Thank you to those of you who attended this morning’s free (as in free beer) free and open source licensing webinar. As a number of you have requested a copy of the slides, I have posted a copy here. The audio from the webinar was recorded as well and should be posted shortly (feel free to contact me if it is not).

[UPDATE: Matt Asay has the audio for the webinar and instructions on how to get it on his blog]

We hit on a number of interesting topics during the webinar. Not the least of these was the recent interim decision in the Jacobsen v. Katzner case and the issues open source licensors and courts will continue to face regarding the interpretation of open source licenses and the language used in those licenses. Of course, we also hit on GPLv3 and the current happenings around open source software and software patents. We had a great Q&A after the webinar (which was also recorded). As is usually the case when I do a presentation like this one, I ended up coming away from the Q&A feeling like I had benefited as much as the audience.

Special thanks to Matt Asay for creating the opportunity for this webinar and helping to make it happen. Even though neither Matt nor his company Alfresco sponsored the webinar, it was through Matt’s suggestion, and with assistance from him and members of his team at Alfresco, that the webinar happened. Thanks again Matt.

There was at least one suggestion during the Q&A, and several following the webinar, for future webinar topics. If there are legal issues around open source licensing that you would like to see covered in future presentations, please let me know (either through a comment to this site or via email). And, stay tuned for information on upcoming webinars and presentations. With all that is going on legally in open source at present I will likely be speaking again soon.

 

Yes, It’s True. Another Webinar.

The week before last I was fortunate enough to spend about an hour or so doing a presentation for Matt Asay and his sales team from Alfresco. I say “fortunate” because as is often the case when I do a presentation for a sharp group like the one at Alfresco I end up coming away from the question and answer portion of the presentation feeling like I have benefited as much as the audience. The presentation was themed around “selling” open source and some of the legal concerns that open source salespeople are likely to encounter from customers. We also touched on some open source license language interpretation issues, as well as more general issues around how open source “copyleft” differs from traditional copyright.

Following the presentation, Matt suggested that we do a follow-up for a larger audience (thanks Matt). I, of course, agreed. The result is a free open source (or, if you prefer free “free and open source”) legal training webinar on August 29th. Matt has more information on his blog, as do the guys at Open Sources.

I hope you can attend.

GPLv3 Webinar Materials

[UPDATE: OpenLogic has posted a recording of the webinar on the OpenLogic web site — Click Here]

Thanks to all of you who attended my GPLv3-Not Without Me! (or, if you prefer, GPLv3, What’s In It For Me?) webinar earlier today. Judging from the fantastic response we had in terms of registrations (and attendees), the topic of GPLv3 is clearly a hot one for companies across a broad demographic (vendors and users alike) and likely not one that is going away anytime soon.

As I mentioned during the Webinar, so much of open source software license interpretation has come to be based on accepted practices and established codes of conduct developed within the open source (legal) community. This results in large part from the lack of useful legal precedent relevant to the treatment of open source software, and software in general, under copyright law – with the practices and codes of conduct filling the gaps in the existing law. I suspect this also results from the fact that open source software development itself is reliant on a community-based process. If the software is developed by and through a community, it follows that many of the legal interpretations relevant to the software would naturally result from similar processes. What this means with a new license as ubiquitous as the GPL is that all of us involved with open source software licensing are now a part of that community developing the next generation of those practices and codes. Challenging? Perhaps. But likely also a big part of the reason why many of us find ourselves attracted to open source software.

Look for a follow-up webinar later in the year to examine how these practices and codes of conduct are starting to develop around GPLv3 and to spend a bit more time with a few of the weightier topics from today’s webinar. In the meantime, I have posted the slides from the webinar to this site and OpenLogic will be posting a recording of the entire webinar to their web site soon (including the Q&A portion for those of you who had to leave early). There were some great questions from the attendees and I encourage you to check it out!

GPLv3 – Not Without Me!

As you have likely heard, the final draft of version 3 of the GNU General Public License (GPLv3) was released by the Free Software Foundation on June 29, 2007. While the release has been widely anticipated and debated for many months, it has nonetheless left many in the open source community wondering, “what does GPLv3 mean for me?” If you are asking yourself the same question, you may be interested in an upcoming free Webinar that I will be doing with the folks at OpenLogic. The Webinar will focus on the key changes introduced in GPLv3 and examine the new compliance challenges created by those changes for both licensees and developers of open source software.

Additional details on the Webinar are included on Open Logic’s website. I hope that you can attend.