Amidst the turmoil of change, brand protection during mergers and rebranding exercises can easily be overlooked, relegated to the background alongside other, more pressing requirements. Rebrands and mergers are notoriously busy periods. They are often pivotal moments in a company’s lifecycle and, while they can often unlock growth, they can also be fraught with risks, many of them legal. This guide outlines the essential steps for brand protection before rebranding or merging. In the following, Jamieson Law highlights how businesses can safeguard their trademarks, intellectual property rights, and contractual arrangements to ensure a smooth and legally sound transition. Without careful legal planning, trademarks, intellectual property, and goodwill may be vulnerable to misuse or loss.
Why Legal Protection Matters in Rebrands and Mergers
When a business considers a rebrand or entering into a merger, it’s vital not to forget one of its most valuable assets: its identity. As a business owner, ensuring you have the right level of legal protection for rebranding logos, names, and assets will keep everything secure and enforceable during periods of change. Slip up, and your reputation could suffer, a competitor could steal a march on you, or you could end up in a costly dispute.
Common Risks When Rebranding Without Protection
Rebranding without proper legal safeguards or protecting trademarks before a merger can leave a business exposed to a range of risks. These include trademark conflicts, competitor exploitation, and loss of goodwill amongst customers. It’s crucial to be aware of these risks and take necessary precautions to avoid them.
Choosing a new name, logo or identity that conflicts with an existing trademark, infringing on the rights of another business, is more common than you’d imagine. If you are planning a significant change, consideration of trademark protection during rebranding is vital.
There are plenty of high-profile disputes that highlight the importance of brand assets’ protection. Companies that launch refreshed branding without legal clearance have faced injunctions forcing them to abandon their new identity. Similarly, during mergers, businesses that failed to review existing trademarks have found themselves embroiled in disputes over logos, slogans, and digital domains.
Costly brand mistakes can lose market recognition amongst customers that has taken years to build. Gaps in trademark protection can also give competitors the green light to register and misuse branding, at significant cost to a business’s reputation.
Legal risks can derail marketing campaigns, delay mergers, and, at worst, lead to costly litigation.
Examples Of Disputes From Unprotected Brands
There are countless instances of well-publicised branding disputes we could choose to illustrate the risks associated with the lack of legal protection. However, let’s take a prominent supermarket chain as an example. The business introduced a logo design for its loyalty scheme that closely mirrored a competitor’s long‑standing branding. Although the rebrand appeared creative and fresh, it ultimately faced legal proceedings. The legal outcome found that customers were misled, and the court ruled that the similarity amounted to trademark infringement and passing‑off, obliging the company to withdraw the rebranding and spend more money repeating creative design work.
This case highlights the importance of searching existing trademarks to ensure legal clearance before proceeding. There was no deliberate attempt to break the law. The similarity between the two logos had been an unfortunate coincidence.
In a similar case, a well‑known beer brand opted to rebrand a secondary product by prominently featuring a word strongly associated with a rival. Despite not involving a formal trademark, it was difficult to argue that the rebrand was not an attempt to confuse customers. It quickly prompted a lawsuit alleging unfair competition. As the new brand assets had no legal protection, the case escalated into a costly and public legal battle. In this case, legal consideration before the rebranding with a contentious word would have highlighted the risk of a lawsuit before any action was taken. The outcome would have certainly been less damaging.
Trademark Protection Before a Rebrand
Trademarks are the legal foundation of brand identity. Trademark protection during a rebrand, for example, refers to legal processes required to be confident that a new brand identity and its associated assets won’t be challenged. Before a rebrand or merger, businesses must ensure they have taken proactive steps to protect and secure their rights.
Conducting Clearance Searches
Alongside the excitement of a new image, there is an essential step in brand protection before rebrands and mergers that is easy to miss. Before committing to a new brand identity, businesses should check that nobody has got there before you. Formally known as conducting a clearance search, this process identifies any similar identities and assets existing in the same jurisdiction or market sector as you. Overlooking this step risks, at worst, infringement disputes, but even if you avoid conflict, you have wasted investment in branding you can’t use.
Registering Trademarks Early
Registering new brand names, logos, and slogans quickly is vital. Applying for trademark status as soon as you’ve settled on a new name, logo, and identity means maintaining exclusivity by preventing third parties from exploiting gaps in protection. The same sense of urgency should apply to intellectual property rights in mergers. Establishing ownership as soon as you’ve had an idea prevents missteps and the frustration of seeing a competitor get a step ahead of you.
At Jamieson Law, we provide trademark registration services designed to help businesses secure rights before going public with their rebrand.
Protecting Intellectual Property During Mergers
Mergers between existing entities often involve the consolidation of complex intellectual property portfolios. There are, of course, specific helpful legal steps to protect IP before merging companies to consider. To start, it’s worth remembering that both parties to a merger are likely to be well-known to potential customers, and there can be justifiable resistance to losing brand recognition. A well-managed negotiation that assesses and then secures joint rights over a new brand identity can only strengthen the position of a newly formed entity.
Reviewing Existing IP Portfolios
Before a merger, each party should undertake an audit of their IP holdings. This activity includes identifying registered trademarks, patents, designs, and copyright-protected materials. A structured audit clarifies whether all brand assets are adequately documented and identifies any ownership gaps. Jamieson Law offers IP audits and enforcement to help businesses understand and strengthen their position before entering into merger negotiations. It is essential to understand what is already owned, who owns it, and what value, if any, is placed on it.
Handling Domain Names And Digital Assets
In the 21st Century, every company will have a digital presence of some form or another. Websites, social media channels and, increasingly, apps and digital products, play a key role in all modern customer interactions. In a merger, it is essential to review each party’s digital asset ownership, renewals, and transfer processes to ensure continuity of service. Get it wrong and it can seem like a business simply disappears, disrupting customer relationships and causing reputational damage. With a legally solid transfer process in place, the customer’s online experience during a merger can be seamless and integrated.
Confidentiality And Non-Disclosure Agreements
Sensitive brand information is often shared during merger negotiations, not only with the parties directly involved, but also with their partners and suppliers. Drafting and signing mutually acceptable confidentiality agreements ensures that discussions remain protected during the preparatory phases of work. If the merger falls through, for any reason, trade secrets remain protected. NDAs are a cornerstone of brand assets protection during mergers and rebrands. They prevent customers, and probably more importantly, competitors, from learning of your plans before the appropriate time.
Contractual Protections for Brand Assets Owners
Every merger and rebrand is unique, often with a complex range of stakeholders involved in delivery. Matters can quickly become challenging to manage if there is confusion about owns brand assets. Without clear ownership, costly disputes may arise about who controls trademarks, logos, and creative materials.
Licensing Considerations
Third parties, such as affiliates or franchisees, can further complicate questions of brand asset ownership. A legal framework needs to be created that allows them to use any new brand assets while maintaining control from the centre. It is easy to forget updating license agreements when considering a rebrand or merger, but failing to do so can lead to confusion with partners and customers.
Protecting Goodwill In Contracts
Goodwill is the term used to loosely assign commercial value to customer recognition. Contracts should be targeted towards safeguarding it. It is easy to lose focus during negotiations, but specific clauses should be included in any contract to ensure goodwill is transferred and preserved effectively during a rebrand or merger.
Legal Checklists For Rebrands And Mergers
A structured legal checklist for brand asset owners is a powerful tool. Working through a list ensures no critical elements are overlooked. We can help you navigate a rebrand or merger logically and dispassionately, step by step. From trademark audits through to IP transfer agreements, our corporate legal service professionals can expertly guide you through the process. Some industries impose additional regulations for branding. Ensuring sector-specific obligations are met, such as those for healthcare or financial services, should be on any legal checklist.
How Legal Advisors Can Help Protect Your Brand
Specialist advisors and legal professionals, including the Jamieson Law team, provide reassurance and expertise when navigating the complexities of brand protection. There’s no need to manage the process without expert guidance.
- Risk assessment and due diligence – we can assess potential risks, from trademark conflicts to ownership disputes. Early due diligence identifies challenges before they escalate into costly litigation.
- Drafting contracts and agreements – we can provide precise legal drafting to ensure that all parties understand their obligations. Advisors can prepare corporate law services documentation, IP transfer agreements, and licensing arrangements tailored to the business’s needs. For projects involving creative contractors, guidance on navigating copyright with contractors ensures that ownership of logos and content remains secure.
Rights enforcement – Despite best efforts, infringement can occur. If they do, we can pursue enforcement through negotiations, oppositions, or litigation, safeguarding the business’s reputation and market share.
Ensuring Strong Brand Protection During A Rebrand or Merger
There’s no doubt that rebrands, mergers and acquisitions present a vast range of exciting opportunities for businesses of all shapes and sizes. However, reshaping a brand identity is not only a creative endeavour; it needs structured legal planning too.
At Jamieson Law, we are well placed to guide you through every stage of this process, taking you through a business rebrand legal checklist. We can ensure that legal protection underpins every strategic branding decision. If you’re wondering how to protect your logo and name before a rebrand or merger, we’re here to help.
