Technology Transaction Solicitors

We advise on:

• Share and asset acquisitions and sales of technology businesses (including SaaS, fintech, health tech and AI-enabled companies)
• Management buy-outs and buy-ins
• Private equity investments in tech-enabled businesses
• Earn-outs, deferred consideration and completion accounts
• Technology-specific warranties, indemnities and disclosure processes

Our due diligence is tailored to technology businesses and focuses on intellectual property ownership, software licensing, open-source compliance, AI systems, data protection exposure and key commercial contracts.

Technology businesses often evolve from early-stage funding to later-stage investment and ultimately exit.

We advise founders and management teams on:

• Structuring investment rounds
• Implementing shareholder protections
• Ensuring robust IP ownership and assignments
• Reviewing contractor and employee arrangements
• Addressing data protection and regulatory compliance

Proactive preparation can significantly streamline due diligence, reduce risk and strengthen negotiating position in a future tech M&A transaction.

We advise on:

• SaaS agreements and cloud services contracts
• Software development and licensing arrangements
• IP assignment agreements
• Open-source software risk management
• Reseller and distribution arrangements

Where technology assets represent core business value, careful contractual drafting is critical.

We support businesses undertaking significant technology change projects, including:

• Managed services and outsourcing agreements
• Systems implementation contracts
• Supplier transition and exit management

Service levels and liability allocation

Technology transactions frequently engage regulatory risk. We advise on:

• Data asset ownership and GDPR compliance
• National Security & Investment Act (NSI) notifications
• FCA-regulated fintech businesses

Our integrated Corporate, Commercial, and Intellectual Property teams work together to ensure risks are identified and managed effectively.

When advising sellers, we aim to become involved at an early stage.

We frequently conduct pre-sale legal health checks, reviewing:

• Corporate structure and governance
• Shareholder agreements and articles
• Intellectual property ownership and chain of title
• Contractor and developer assignments
• Key customer and supplier contracts
• Open-source software exposure

Resolving issues in advance of formal due diligence can prevent delays, reduce negotiation pressure and protect value in a technology M&A transaction.

Client background

NoBlue develops and implements tailored cloud-based software utilising the NetSuite product, which provides back office processes to business via a single solution. NoBlue was founded in 2000 and has offices in the UK, Spain, the US and South East Asia. In 2022 NoBlue was awarded the Oracle NetSuite Partner of the Year award for the EMEA region.

Case Overview

The Myerson Corporate Team acted for Ian Irwin and Philip Baker in the buyout of NoBlue by private equity house FPE Capital, a prominent software and services investor. FPE Capital also acquired Elevate 2 at the same time as the NoBlue acquisition, creating “NoBlue 2”. Ian Irwin became CEO of the newly created NoBlue2 group.

The Myerson deal team was headed by Ryan Fletcher, a Senior Associate in our Corporate Team, along with Corporate Partners Akeel Latif and Solicitor Charlotte Peers. Vicki Fagan an Associate in the Employment Team and Richard Meehan a Senior Associate in the Commercial Team both advised on the respective employment and commercial aspects of the deal.

Myerson Solicitors supported TUV Rheinland UK Ltd, part of the global TUV Rheinland Group, in its acquisition of a specialist technology business, further strengthening TUV’s capabilities in the certification and inspection sector.

Myerson’s corporate, commercial, and employment teams provided strategic legal advice, ensuring a seamless acquisition aligned with TUV’s global standards.

Ryan Fletcher, Associate at Myerson Solicitors, said,

"We are proud to have worked with Daniel Saxton and the team at TÜV on this acquisition. The addition of D/Gauge to TÜV’s group expands its service portfolio in the UK and offers great synergies and opportunities for growth for the group. It was a fantastic effort from everyone involved to be able to close the deal and we’re excited to see the next chapter of D/Gauge’s growth as part of the TÜV group.”

“D/Gauge is a well-known leading consultancy and software business founded by rail expert Dr David Johnson and a fantastic fit for the leading technology group TÜV. Our corporate team and technology specialists at Myerson have been thrilled to work alongside TUV during their acquisition.”

Read the press release.

Core elements typically include:

• Clear identification and transfer of intellectual property rights
• Detailed due diligence on software, data, AI systems and licensing structures
• Allocation of risk through warranties, indemnities and limitations of liability
• Consideration mechanics (including earn-outs, deferred consideration and retention arrangements)
• Regulatory compliance analysis (e.g. GDPR, NSI, Financial Services, where relevant)
• Treatment of key commercial contracts, including change-of-control and assignment provisions

In technology M&A, the primary focus is often on intangible asset integrity and contractual stability rather than physical assets.

IP protection in technology transactions is typically achieved through:

• Clear contractual ownership provisions and present assignments of future rights
• Robust employee and contractor IP clauses
• Defined licence scope (territory, term, exclusivity and permitted use)
• Confidentiality and trade secret protection mechanisms
• Restrictions on reverse engineering, sublicensing and derivative works
• Ongoing compliance monitoring (including open-source software management)

In M&A, ensuring a clean chain of title and enforceable assignments is critical to protecting valuation.

Technology negotiations often encounter issues such as:

• Unclear IP ownership, particularly where contractors have developed core software
• Open-source software exposure that restricts commercial flexibility
• Broad liability caps that are misaligned with risk profile
• Ambiguity around AI output ownership and training data rights
• Overly restrictive change-of-control provisions in key customer or supplier contracts
• Insufficient data protection warranties or historic compliance gaps

Failure to identify and address these risks early can materially affect deal certainty and price.

In technology transactions, legal advisers are typically responsible for:

• Structuring the transaction and advising on share vs asset sales
• Conducting and coordinating specialist technology due diligence
• Identifying risk exposure and mitigation strategies
• Drafting and negotiating transaction documents
• Designing appropriate warranty, indemnity and limitation frameworks
• Managing disclosure processes and closing mechanics

In complex technology M&A, legal advisers also work closely with financial and technical advisers to align risk allocation with commercial objectives.

Technology partnerships and acquisitions can be structured to support growth through:

• Clear governance and decision-making mechanisms
• Defined IP ownership and commercialisation rights
• Revenue-sharing and licensing-back arrangements where appropriate
• Scalable pricing models aligned to user growth
• Well-drafted exit and termination provisions
• Alignment of earn-outs or incentive structures with long-term performance

In technology M&A, careful structuring can preserve flexibility for future fundraising, expansion or secondary exits.