AI in the Codebase: The Hidden Deal-Breaker in Tech M&A
When
March 25, 2026
12:00 - 1:30 PM
Where
Online
Rethinking IP Assumptions in the Age of Generative AI
Generative AI is quietly rewriting how software is built—and in the process, it is introducing risks that can derail technology M&A transactions long after the ink is dry. Code that appears proprietary may be partially owned, broadly licensed, or legally unprotectable. IP schedules that once gave buyers comfort may now mask exposure to infringement claims, open-ended indemnities, or clawbacks tied to undisclosed AI usage. Sellers, meanwhile, may believe they are transferring valuable, defensible assets—only to discover that reliance on third-party AI tools has compromised ownership, exclusivity, or enforceability. This webcast explores how AI-assisted development breaks traditional diligence frameworks, destabilizes reps and warranties, and creates uncertainty around liability, valuation, and post-closing risk. For both buyers and sellers, failing to understand these issues can mean overpaying, under-disclosing, or inheriting liabilities no one intended to assume.
Key Takeaways
- Why AI-generated code can invalidate long-standing assumptions about IP ownership and exclusivity
- How undisclosed or misunderstood AI usage can trigger post-closing claims, indemnities, and clawbacks
- The growing gap between standard IP reps and the realities of AI-assisted software development
- Where buyers are tightening diligence—and where sellers are most exposed if they don’t prepare
- How AI risks are beginning to surface in contract terms, and what happens when they are ignored
Speaker Lineup
Philip Odence
General Manager, Black Duck Audits
LinkedIn
Phil is General Manager of Black Duck Audit business unit that provides due diligence audits for companies and both sides of M&A transactions. He works closely with the company’s law firm partners and the open source community and is a frequent speaker on open source management and M&A. Phil also chairs the Linux Foundation's Software Package Data Exchange (SPDX) working group which created a standard for representing licensing and copyright information.
Emmanuel Tournier
Senior Director, Black Duck Audits
LinkedIn
Joe Ramadei
Partner, Gennari Aronson
LinkedIn
Joe Ramadei is a seasoned corporate and transactional lawyer with a well-earned reputation for finding collaborative solutions in challenging negotiations. Joe’s work with companies spans the entire corporate life-cycle, including entity selection, general corporate representation and counseling, licensing, venture capital financings, initial public offerings, securities compliance, and mergers and acquisitions.
Joe advises both public and private companies in a wide range of industries, including enterprise software and Saas, medical devices, healthcare and information technology, outdoor advertising and surety insurance, professional services, media, and other industries.
Mary Lou Wakimura
Principal & Chair of the Board of Directors, Hamilton Brook Smith Reynolds
LinkedIn
With over 40 years of experience in intellectual property law, Mary Lou helps clients develop strong IP strategies across a wide range of technologies, including AI/machine learning, imaging systems, polymer processing control systems, and bioinformatics. She has been recognized by The Best Lawyers in America®, Super Lawyers®, and Massachusetts Lawyers Weekly, among others, for her leadership and impact in the IP field.
Giovanna Fessenden-Fairbank
Digital IP Counsel, Hamilton Brook Smith Reynolds
LinkedIn
Giovanna is a computer scientist, intellectual property attorney, and blockchain and AI/ML strategist with 20+ years of experience advising high-tech companies and startups in software patents strategy and management, software product development, licensing, open source and AI audits, SBOM management, trademark branding, post-grant patent challenges, litigation, and intellectual property strategy.