Boohoo, Debenhams and Intellectual Property assets: What businesses should know

Boohoo Group PLC has announced that it has acquired the intellectual property assets of Debenhams Retail Limited (in administration) for £55m, explains Richard Bell, corporate law solicitor at Farleys.

The intellectual property assets include customer data and business information and selected contracts. In particular, Debenhams is understood to have 6 million beauty product customers and 1.4m members of its Beauty Club loyalty scheme which generates approximately £80m per year in online revenues.

Boohoo PLC see this aspect of the acquisition as a substantial opportunity to develop their own online beauty sector offering and has no doubt been a driving factor in their acquisition strategy.

One viewpoint on the deal is that it serves as a good example to many businesses (whether or not operating within the retail sector) of the value in effectively managing ongoing contracts in order to realise value in the future. Debenhams in this case have captured customer information and ensured ongoing loyalty to their brand via the Beauty Club (a reward points scheme) which is of clear value to a potential buyer, Boohoo PLC despite other flaws in Debenhams operating model.

Businesses should frequently review their terms and conditions of business as well as their standard contracts and operation in this regard in order to see how they can maximise their value in the future - whether or not an exit is imminent.

In particular, purchasers will value favourable ‘term’ and ‘termination’ clauses in order to allow a smooth transition as well as time to develop a post-acquisition relationship with their new customer base. Ongoing loyalty schemes (however, they operate) coupled with suitable terms and conditions will enable an effective marketing plan from the outset of any new acquisition. Both examples adding value to the potential sale price.

Farleys have expert knowledge in drafting terms and conditions and commercial contracts and work with you and your company to ensure a bespoke product and ongoing advice to ensure you are always prepared for the future. Please get in touch with our experts for more information.