Draft for Tamir's review. Not published.
Start from what the business needs to run
List the software, code, models, data and infrastructure the business needs to operate on its own. For each, record the owner, the license, and what happens to it on a sale, a partner dispute or the end of a concession.
Define the end state as something that works. A list of returned assets falls short if the data, credentials, configuration and knowledge stay behind.
Look where rights go missing
Check contractor contributions without signed assignments, and group licenses that end when a unit is sold. Check jointly funded software with no agreed owner, and accounts held personally by a founder or employee.
In an AI business, check that training and evaluation data can transfer with the business. Code written largely by agents still needs documented sources, license evidence and engineers who can maintain it.
Depending on your seat
If you're on the board approving an acquisition, a joint venture or a group license, make operating rights a condition. Ask what the business could still run the day after completion, a partner dispute or a divestment.
If you're the CEO preparing a sale, inventory the essential software and map each item to its evidence before the buyer asks. Then decide with deal counsel which gaps to resolve, which to disclose and which commitments to defer.
What to check before you decide
- Inventory the software, data, models and accounts essential to running the business independently.
- Map each one to ownership or license evidence, and note what changes on a sale or change of control.
- Identify contractor and founder contributions without documented assignment.
- Verify that critical accounts, domains, recovery channels and payment authority belong to the company.
- Check use and support rights immediately after completion, and the limits of any temporary service.
- Check whether training and evaluation material can transfer with an AI business.
- Ask counsel to assess material gaps and the conditions or representations they call for.
Questions people ask
What technology rights must a refinery joint venture control independently?
Define the venture's minimum independent operating rights before approval. The arrangement depends on access, licenses, decision authority, dispute handling, and terms assessed with legal advisers.
Will group software rights survive a future factory divestment?
Assess license rights against plausible ownership changes before approval. The commercial decision depends on assignment, continued access, transition rights, and legal interpretation of the agreement.
Who should own jointly developed transport software after operators share funding?
Agree usable rights and change authority before further joint development commitments. The arrangement depends on contribution terms, exit rights, future participants, and legal interpretation of ownership.
Can we acquire an operator whose essential software belongs to its seller?
Make minimum operating capability a transaction condition. The decision depends on transferable rights, temporary services, replacement feasibility, and terms assessed with transaction counsel.
What should investors verify about ownership of agent-generated software?
Assess provenance, rights evidence, and maintainability separately from how code was produced. Transaction reliance depends on component sources, relevant terms reviewed by counsel, and the ability to sustain the product.
What should directors investigate when a departed founder still controls AI infrastructure?
Treat the event as an ownership and continuity review rather than an access reset. Closure depends on company-controlled accounts, recoverable credentials, contractual rights, and evidence that no essential dependency remains personal.
Can we sell an AI business whose training rights cannot transfer?
Map transferable rights and essential dependencies before approving the transaction assumption. The decision depends on license interpretation by counsel, alternative capability, and what the buyer actually needs to operate.
What technology must return to us when a mobility concession ends?
Define an operable end-state rather than a list of returned assets. Signing depends on data, credentials, software rights, knowledge, and cooperation verified with commercial and legal owners.
Can we sign a company sale while software ownership evidence is incomplete?
Separate missing documents from genuine uncertainty about usable rights. Signing conditions depend on materiality and legal interpretation, while technical review establishes which assets and dependencies the business actually needs.
How I can help with this decision
- Ask or talk (Free)
- I give my view on which gaps in your technology rights look material and which checks to prioritize before you commit.
- Review (Pay if it was worth it)
- I write an independent assessment of the technology assets and dependencies the business needs, against the evidence of rights. I recommend whether to resolve gaps, amend terms, narrow representations or defer the commitment.
- Retain (When it makes sense)
- I stay available through the transaction or venture to review technology evidence as conditions and terms change.