When an acquired team brings prior work: what to do first
When an acquired team brings prior work, treat every file, model and data set as third-party output until proven otherwise. Freeze the material, identify what was created before the deal and under whose instruction, and secure written assignment or licence before anyone integrates it into your product. Ownership does not transfer automatically with an employment or service contract, and the acquisition agreement rarely fixes this on its own.
What protects the prior work
Two EU directives set the layer of protection that applies before any national transfer rule is considered. The contract is silent on AI output technology contract covers a related gap, but the starting point here is different: Directive 2009/24/EC protects computer programs as literary works, and copyright vests, in principle, in the person who created them. Directive 96/9/EC adds a separate sui generis right for databases that show substantial investment in their compilation, structuring or verification.
Neither directive transfers ownership to an employer or an acquirer automatically. The national law implementing each directive sets the specific route for transfer, and that route is not covered on this page. What matters for you now is simpler: until a clean chain of title is shown, the prior work is not yours to exploit commercially.
What changes once the team has joined you
The practical risk shifts the day the team starts working inside your product. Any code, model or data set they bring can carry a claim from a previous employer, a co-author, or a third-party licensor. If that material is merged into your live systems before the chain of title is checked, unpicking it later is far more disruptive than pausing integration now. The deal itself does not cure a defect in title; it only changes who is exposed to it.
| Step | Who acts | Why it comes first |
|---|---|---|
| Inventory every file, model and data set the team brings, with origin and date | Counsel with engineering lead | You cannot assess a risk you have not listed |
| Pull the team's prior employment or contractor agreements | HR with counsel | Assignment clauses there decide who already owns what |
| Freeze integration of unreviewed prior assets into the live product | Engineering lead | Stops the exposure from spreading before title is confirmed |
| Obtain written assignment or licence for anything not clearly assigned | Counsel | Closes the specific gap identified in the inventory |
| Log who created what, when, and under whose instruction | Compliance | Creates the evidence a later dispute would require |
| Adjust warranties and indemnities in the purchase agreement for any residual gap | Deal team | Allocates the risk that could not be closed before closing |
Who decides, and on what basis
The decision on whether prior work can be used sits with your legal counsel, working from the documentation the inventory produces: employment and assignment clauses, contractor agreements, and any licence already in place. Where a dispute arises with a previous employer or a third party, it falls to the competent national court, applying general contract and copyright rules. No fixed EU-level deadline applies to such a claim; the applicable limitation period is set by national law and varies by jurisdiction, so the clock may already be running by the time you notice the gap.
If your situation differs
If the prior work was created by team members while employed by a previous company, the assignment clause in that earlier employment contract controls, and any carve-out in it needs to be checked line by line.
If the work came from an individual contractor rather than an employee, most copyright regimes do not transfer rights to the commissioning party automatically. A written assignment from that contractor is required, and its absence is the single most common gap found at this stage.
If the material includes a structured data set built with meaningful investment, a sui generis database right under Directive 96/9/EC may exist separately from copyright in the underlying software, and it needs its own line in the assignment.
If the team's prior output also included digital assets already distributed to users before the acquisition, the ownership question resembles the one addressed in When a token is airdropped to existing users explained, and it should be reviewed on the same footing rather than folded into the software inventory.
What this page does not cover
This page does not establish who owns the acquired business as a whole, and it does not verify a specific counterparty's financial position. Where the acquisition raises a separate question about a Finnish counterparty's assets, see Asset in Finland in practice. Where the open question is whether a specific debtor can meet an obligation arising from the deal, see Debtor in Finland step by step. Neither of those checks replaces the chain-of-title review described above; they answer a different question.
A related situation
A comparable gap arises with a different origin story in What to do first in this situation explained, where the question is not an acquired team but a single contributor without a clear assignment. The first steps are similar: freeze, inventory, and check the underlying agreement before anything is built on top of the material.
FAQ
What is the first step when an acquired team brings prior work?
Freeze integration and inventory the material before anyone builds on it. The inventory should record origin, date and the instruction under which each item was created, so the assignment gap can be identified precisely rather than guessed at.
Which deadline is already running?
No single EU-level deadline applies to a chain-of-title claim. The relevant limitation period for a contractual or copyright claim is fixed by national law and varies by jurisdiction, which is why the inventory should start on day one rather than after integration.
Who decides, and on what evidence?
Your legal counsel decides whether the material can be used, based on the employment, contractor and assignment documentation gathered in the inventory. A dispute that cannot be resolved this way falls to the competent national court under general contract and copyright rules.
Checked
Checked on 3 June 2025. Sources: Directive 2009/24/EC; Directive 96/9/EC.