A DILIGÊNCIA PRÉVIA DE MARCAS EM OPERAÇÕES DE FUSÕES E AQUISIÇÃO DE EMPRESAS

Abstract

The growing number of mergers and acquisitions (M&A) operations in Brazil highlights the need for robust legal procedures, among which the legal due diligence of trademarks stands out. The Brazilian M&A market records a significant volume of transactions each year, reflecting the increasing importance of these operations for the national economy and the consequent relevance of evaluating intangible assets, such as trademarks. However, the professional training of in-house lawyers lacks specific expertise in intellectual property, resulting in a dependency on external consultants, which makes the acquisition process slower and more expensive. In this scenario, this work sought to address the following research question: in what way can the development of a practical manual for the legal due diligence of trademarks contribute to the training of in-house lawyers in the evaluation of trademark registrations in M&A operations, strengthening intellectual property and expanding the legal certainty of these transactions? The hypothesis is that the creation of an applied manual for the legal due diligence of trademarks, developed based on normative parameters from the INPI and M&A practices, is capable of qualifying in-house lawyers, promoting the autonomy of the legal department and reducing the dependency on external consultants, with a positive impact on the legal certainty of the operations. The study utilized applied descriptive research with a qualitative approach, which was based on a literature review, documentary research with the INPI, and a benchmarking of products from PROFNIT graduates. The results confirmed the hypothesis, revealing a gap in the literature on trademark due diligence manuals, which have focused exclusively on the initial registration stage, to the detriment of the analysis of existing portfolios in the context of M&A. In response to this gap, the technological product, a digital manual, was developed to meet the need for professional qualification, contributing to cost savings, agility, and legal certainty in M&A transactions, in addition to consolidating the legal department as a strategic partner in the evaluation of intangible assets.