AI in M&A: Due diligence and the new reps and warranties | ITCC

On this episode of In the Counsel's Chair, host Jack Needham talks with Buchalter partners Philip Nulud and Jonathan B. Wilson about how AI is reshaping M&A. They cover the questions buyers and their counsel should now ask in due diligence, including whether AI was used to develop code or other IP, who owns the training data, and whether the target has an AI governance policy. They also discuss how reps and warranties are evolving to address AI risk, the confidentiality pitfalls of public-facing AI tools, and the unsettled questions around protecting AI-generated IP.

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Guests on this episode:

Philip Nulud is a partner in Buchalter's Los Angeles office, where he chairs the firm's Luxury Brand Industry Practice and co-chairs its Internet Law, E-Commerce & Social Media Industry Practice. For nearly two decades, he has helped clients protect and monetize their trademarks and other intellectual property, focusing on the fashion, apparel, retail and consumer products space. His clients include apparel brands, couture fashion houses, streetwear brands, footwear manufacturers, licensing agencies, retailers, celebrities, athletes, influencers, and beauty and wellness companies. He has handled thousands of domestic and international trademarks and advises on patents, copyrights, licensing, marketing and advertising, social media influencers and domain names.

Jonathan B. Wilson is a partner in Buchalter's Atlanta office and a member of the firm's corporate practice group. In more than 34 years of practice, he has represented startups and Fortune 100 companies in corporate finance and governance, securities, mergers and acquisitions, strategic alliances, product distribution, intellectual property, computer software and litigation management. His IP licensing work includes trademark, patent and software licensing, OEM and white-label agreements, and IP-related joint ventures. He has served as general counsel or chief legal officer of two publicly traded companies. He was the founding chair of the American Bar Association Public Utility Section's Internet Industry Committee, which he led for more than a decade, and later founded the section's Renewable Energy Committee. He is the author of "The Corporate Transparency Act Compliance Guide" (Matthew Bender, 2023) and "FinCEN Reporting for Residential Real Estate" (2025).