You are president of Successful Solutions, Inc., a Missouri corporation that is engaged in the software development business. Successful Software, Inc. has been very successful and is looking to grow and expand.

You have identified MinnesotaTechnology, Inc., a Minnesota corporation as a target for acquisition.

Minnesota Technology, Inc. owns a few tangible assets all located at a facility in Minnesota, including office furniture, fixtures and equipment, computers, and other tangible items that have a relatively nominal value.Minnesota Technology, Inc. employs 47 people engaged in its software development business and has also utilized the services of a number of outside independent contractors to develop its software products.In addition to the tangible assets, there are substantial intangible assets including intellectual property, licensing agreements, contracts, and substantial goodwill.

You have been in negotiation with the shareholders of Minnesota Technologay, Inc. and have agreed that the business of Minnesota Technology, Inc. will be acquired for $30 million payable in cash.The shareholders of Minnesota Technology, Inc. will not have any ownership interest in Successful Software, Inc. or any surviving entity that may be utilized for the acquisition.

• Identify the due diligence that you and representatives of your company should undertake as you determine whether Successful Software, Inc. will proceed with the completion of a definitive agreement and the closing of the acquisition
• What specific issues with respect to the intellectual property of Minnesota Technology, Inc. should you consider in this due diligence?
• What specific issues with respect to the employment matters of Minnesota Technology, Inc. should you consider in this due diligence?