Ferlillia Roberson

Among the most disastrous mistakes with trade secrets is believing you own them when you do not.  A number of highly-contentious trade secrets disputes have arisen when joint ventures and similar business partnerships were dissolved.  Even companies with forward-thinking legal departments who carefully document such deals may find that they inherit new issues with acquisitions of companies where the prior legal department wasn’t as careful or complete.  Compounding these issues is the fact that documentation varies globally – and over time.  Even in a well-documented deal, upon dissolution of the relationship, it can turn out that the ownership of trade secrets the company thought belonged to it is unclear, or is joint.  In a poorly-documented deal, it may be unclear who owns contributed or even jointly-developed trade secrets – or it may never have been considered in the first place. Even where the documentation is clear, the facts may not be, because over time the history of “contributions” can be lost or muddied by time, additional facts, or complexity.