The tech world converged in Tokyo on 7-8 December 2023 for the Open Compliance Summit, a pinnacle event hosted by the Linux Foundation as part of the 2023 Open Source Summit Japan. This gathering, exclusive to Linux Foundation members and select invitees, explored critical topics surrounding process management and automation related to open source licence compliance, and security assurance. This is the world’s foremost venue to discuss and network around these topics with the goal to ensure the global supply chain works effectively and efficiently.

The panel discussion on Open Source & MA featured a stellar lineup of industry experts, including Andrew Katz, Head of Tech and IP at Moorcrofts and the CEO of Orcro. Other panellists included: Jimmy Ahlberg from Ericsson, Sara Jane Whitfield from Google, Lewis Parie from Lockton, and Mary Hardy from Microsoft Corporation. Together, they represented a diverse spectrum of experience, offering insights that are crucial for navigating the complex terrain of open source compliance and its intersection with M&A.

Key takeaways

One of the key takeaways from the panel discussion was the emphasis on gaining  sufficient information about the target company’s open source development processes to be able to accurately assess risk. Risk management involves managing risk at source, managing it through the contract terms, and outsourcing risk to a third party (insurance). Knowledge and understanding of how to deploy this three-way toolkit was critical to a successful transaction. 

Andrew talked about how in-house legal teams at major tech companies are typically more experienced than many lawyers in private practice at asking the right questions during the due diligence process, and introduced his proposal to the Eclipse Foundation, “the Cardinal Program” which includes a set of due diligence questions and template reps and warranties to be used in transactions involving open-source developing target companies. These template documents, based on the OpenChain specification (ISO 5230:2020), are intended be used by private practice lawyers to develop their approach to risk-management in a successful M&A transaction, and also to prepare Open Source using companies for potential sale.

About the Open Compliance Summit

The Open Compliance Summit is an exclusive event for Linux Foundation members and select invitees that provides an excellent opportunity for organisations to share knowledge around open source compliance. The conference is designed to build connections that streamline interactions between companies of all sizes in all sectors.

About Andrew

Andrew has been described as the UK’s leading free and open-source lawyer and is described by Chambers and Partners (2023) as ‘one of the world’s leading legal experts on open source and open hardware licensing’.

In 2020, he was nominated as the Open Hardware expert for the winning team for the European Union’s flagship policy impact study on Open Source software and Open Hardware. He also drafted the popular Solderpad Open Hardware licence, and is on the core drafting team of the CERN Open Hardware Licence.

He regularly advises companies worldwide, including global multinationals, on issues relating to open source software and software supply chain compliance. Both Moorcrofts and Orcro are partners of the Linux Foundation’s OpenChain compliance programme, and Andrew is heavily involved in the development of OpenChain’s processes and materials, including the OpenChain specification which in December 2020 launched as an ISO standard: ISO/IEC 5230:2020.