Due Diligence

Due diligence answers a narrow question with wide consequences: what does this business actually own, and on what terms may it continue to use it. In transactions where the value sits in brands, software, content, know-how and contracts, that question is rarely settled by the schedule of assets a seller provides.

Apex Law Chamber conducts intellectual property and commercial due diligence for buyers, investors, joint venture partners, franchisors and licensees. We confirm the status of registered rights at the Department of Industry, whether registrations are current, held in the name of the operating entity, and cover the classes and goods the business actually trades in, and we examine the unregistered position alongside it: copyright in software, designs and written material under the Copyright Act 2059, confidential know-how, domains and account names.

The chain of title is usually where the exposure lies. We trace how each asset came into the business, identifying work produced by employees, contractors and agencies that was never assigned, joint development that left rights shared, and transfers agreed but never recorded. This matters because a registration can be refused or cancelled where the applicant is not the true owner or has not properly acquired the rights, so a defective chain is not a paperwork problem alone.

We also review the contracts the business runs on, licences, distribution, supply and franchise terms, and the change of control, exclusivity, termination and encumbrance provisions inside them that can alter or end a relationship at completion. Where the transaction involves foreign investment, we advise on the approval and recording steps under the Foreign Investment and Technology Transfer Act 2075, including approval from the Department of Industry or, for larger projects, the Investment Board, and recording of the investment with Nepal Rastra Bank.

Diligence is not only a transaction exercise. We carry out portfolio audits for businesses that want to know what they hold before they need to rely on it, clearance diligence before a brand, product or campaign launches, and counterparty diligence on proposed franchisees, distributors and licensees.

Each review ends in a written report that separates what is confirmed from what could not be verified, states the exposure in commercial terms, and sets out what can be repaired before completion and what is better dealt with in the agreement itself, through warranties, indemnities, price adjustment or conditions.