At first glance, transferring a dating project to a new corporate structure may seem like a purely technical task. In practice, however, it almost always involves serious legal risks. A classic company acquisition means assuming all historical liabilities, potential claims and, which is particularly critical in this area, the user database containing personal data.

 

The client required a fundamentally different solution: to obtain control over the domain and related assets while maintaining a “clean” corporate structure and completely excluding the transfer of confidential information. This was precisely the task assigned to Lawrange experts.

 

Interested in the details? Read on!

 

An Asset Deal Instead of a Company Acquisition

In digital projects, especially in sensitive niches such as dating, the standard M&A approach often proves excessive and even risky. Acquiring 100% of a company’s shares automatically entails:

 

  • historical liabilities and potential disputes;
  • the user database and personal data;
  • difficulties in subsequent interactions with banks and payment providers;
  • the need to conduct full due diligence of the entire company.

 

Therefore, as an alternative to a classic business acquisition, a targeted asset deal is often considered. It makes it possible to:

 

  • acquire only what the new owner actually needs (the domain, intellectual property rights, project developments);
  • completely exclude the transfer of the user database and personal data;
  • maintain a clean corporate history of the new structure;
  • simplify communication with banks, payment processing companies and other counterparties;
  • significantly reduce the time and cost of the transaction.

 

This was the approach chosen by the client. Lawrange experts were tasked with developing a customized agreement that would take into account the key risks and create a clear legal basis for the subsequent transfer of the project to the new structure.

 

What Was Included in the Customized Agreement

We prepared a turnkey agreement that regulated all key aspects of the transaction. The document included the following sections:

 

  1. The procedure for acquiring and technically transferring the domain, including interaction with registrars.
  2. Transfer of related project and intellectual property rights (content, trademarks, software solutions).
  3. A clear payment mechanism and the conditions under which ownership rights are transferred to the buyer.
  4. Confirmation of the seller’s right to dispose of the assets and the absence of encumbrances.
  5. Regulation of interactions with payment providers, MIDs and other services.
  6. Extended representations and warranties of the parties and liability for potential third-party claims.
  7. The direct and unambiguous exclusion of any transfer of the user database and personal data.

 

Particular attention was paid to the wording that enables the new company to confirm its rights to the domain before banks, payment processing companies and partners. The document was drafted so that it could be presented to counterparties without the need to provide additional explanations regarding the transaction structure.

 

Our Process

We worked on the agreement in close cooperation with the client. We:

 

  • analyzed the current structure of the project and identified the assets that actually needed to be transferred;
  • assessed potential risks of claims from third parties and users;
  • agreed with the client on the optimal payment model and stages for transferring the rights;
  • provided mechanisms for protection in the event that the seller failed to fulfill its obligations regarding the technical transfer of the domain;
  • prepared wording that minimizes questions from the compliance departments of banks and payment systems.

 

At each stage, we explained the rationale behind the relevant provisions to the client in simple language so that they understood why each provision was necessary.

 

Result: A Clear Legal Basis for the Transfer of the Project

Through cooperation with the lawyers of AA Lawrange, the client received:

 

  • a legally correct and clear basis for transferring the dating project to a new corporate structure;
  • the ability to confidently confirm its rights to the domain before counterparties;
  • protection against claims related to the user database and personal data;
  • transparent payment terms and clear representations and warranties of the parties;
  • a document that works in real negotiations with partners and regulators.

 

The transaction was closed without the risks typically associated with a classic company acquisition. The new structure received everything necessary for further operations while maintaining maximum legal clarity.

 

Want to safely transfer a digital project to a new corporate structure? Entrust the drafting of the agreement and transaction support to Lawrange experts. Focus on growing your business rather than legal complexities!