Domains as Overlooked Assets in Corporate Transactions
Domain name portfolios are frequently under-documented in mergers, acquisitions, and asset sales, which creates disputes after closing when a party discovers a key domain was omitted from the transferred assets, remains registered to an individual rather than the entity, or was never properly assigned. These disputes often surface only after the deal has closed and the omission becomes operationally significant.
These matters frequently combine two distinct questions: whether the transaction documents adequately identified and transferred every domain the business actually depended on, and, separately, what any omitted or disputed domain is actually worth for purposes of a post-closing claim.
Areas of Evaluation
Bill's review in these matters typically covers both the completeness of the domain schedule and the technical ownership history of any specific domains in dispute.
- Whether a company's full domain portfolio was accurately identified and scheduled in the transaction documents
- Registration and ownership history for disputed domains, including personal versus corporate registration
- Valuation of omitted or disputed domains for purposes of a post-closing adjustment claim
- DNS and hosting continuity issues arising from an incomplete transfer
These disputes are often resolvable through careful documentation rather than protracted litigation, once the parties have an accurate, independently verified picture of exactly which domains were and were not included in the transaction, and what each is actually worth.
Because domain portfolios are rarely inventoried with the same rigor as physical or financial assets during due diligence, Bill's review often starts by simply establishing a complete, verified list of every domain the business actually controlled at the relevant time, before any dispute-specific analysis can begin.