Case Study: Unlocking Hidden Value in a Cross-Border Tech Business Sale

Sector: Technology

Deal Value: US$11 million

Role: Lead Legal Counsel – Asset Sale Agreement

The Situation

We acted as lead legal advisers in the sale of a rapidly growing international tech company valued at US$11 million. The business was owned by two Polish founders—non-UK residents, one based in Germany and the other a former UK resident.

Although we were not involved in the valuation or commercial negotiations, we were instructed to handle the legal asset sale agreement. During our review, we identified a critical issue that posed both a legal risk and an unrealised opportunity for the founders.

The Challenge

The company’s core intellectual property (IP)—essential to its product and overall valuation—had been created by the founders but was never formally assigned to the company.

This raised two major concerns:

• IP ownership risk: The business did not legally hold its most valuable asset, which could undermine the transaction.

• Missed founder value: The founders were unaware that the IP was their personal property and could be monetised independently of the asset sale.

If left unresolved, the deal faced legal uncertainty and the founders risked losing significant financial value.

Our Solution

We designed and implemented a legal structure that:

• Regularised IP ownership, ensuring the company had the right to transfer the IP.

• Involved the founders directly in the transaction as IP sellers.

• Enabled a contingent value mechanism for the IP element, linking part of the sale proceeds to future performance milestones.

This solution ensured the deal could proceed with full legal clarity, while allowing the founders to extract additional financial benefit.

The Outcome

Our restructuring of the transaction produced several key outcomes:

• IP transfer was completed cleanly, eliminating legal uncertainty.

• Founders were recognised as independent sellers of the IP, allowing them to benefit directly from the sale.

• The approach resulted in £2.4 million in tax savings, achieved through precise legal and transactional planning.

The Impact

We converted a major legal and financial risk into a high-value advantage.

The founders secured an optimised financial outcome, and the buyer gained full IP ownership with confidence. This project highlights our ability to deliver strategic value in complex cross-border M&A—particularly where intellectual property and international tax exposure intersect.

Looking to Maximise Value in a Business Sale?

We specialise in advising founders and investors on high-stakes tech M&A deals, with a focus on:

• Cross-border transactions

• Intellectual property structuring

• Tax-efficient deal strategies

• Legal risk management

If you're planning a business exit, work with a legal team that can unlock hidden value and protect your interests from start to finish.

Contact Us

📧 Schedule your free consultation: info@lexefiscal.com

🌐 Visit us: www.lexefiscal.com

📞 Call us: 0208 092 2111