Selling an automation and robotics company

OSHA requires workplace electrical equipment to be approved, which usually means listed or labeled by a nationally recognized testing laboratory such as UL. A UL 508A panel shop evaluates its own control panel designs and applies UL's mark at its plant. The authorization names the company and each manufacturing location, and UL's terms require prompt written notice of a change in ownership.

In a stock sale the listed company and its file continue, although UL may call for further review. In an asset sale the UL agreement moves only with UL's written consent and is updated to name the buyer, and any new production site is inspected before it applies the mark. Each location also needs a UL 508A-trained technical representative.

Not automatically. Authorized integrator status is a contract between a vendor and one company, granted at the vendor's discretion and reviewed regularly. Partner agreements commonly bar assignment without the vendor's consent, and some let the vendor end the relationship when the partner is acquired. A3's Certified Robot Integrator status runs for two years, and CSIA certifies integrators location by location every three years.

In a stock sale no assignment occurs, but change-of-control and termination terms still apply, and CSIA can withdraw certification after an ownership change. In an asset sale each agreement needs the vendor's consent, so the buyer often requalifies. Early talks with each vendor protect the referrals, training and pricing that come with authorized status.

OSHA has no robot-specific standard. It enforces machine and robot safety through its machine guarding, lockout/tagout and electrical rules and the General Duty Clause, and looks to consensus standards: ANSI/A3 R15.06, the U.S. adoption of ISO 10218 for robots and robot cells; ISO 12100 or ANSI B11.0 for risk assessment; ISO 13849-1 or IEC 62061 for safety-rated controls; and NFPA 79 for machine electrical equipment.

Buyers ask for the risk assessments, safety validation records and design files behind each machine, which show how risk in the installed base is managed. For machines sold into Europe, the EU Machinery Regulation requires the manufacturer to keep the technical file for ten years, so an asset purchase agreement should say who keeps those files and answers regulators.

Product liability is a matter of state law, and the deal structure decides where it sits. In a stock sale the company that built the machines stays the same legal entity, so claims over machines built before closing remain its liabilities. The purchase agreement's indemnities and escrows decide how much of that cost comes back to the sellers.

In an asset sale the buyer generally does not take on the seller's liabilities unless it agrees to, the deal amounts to a merger, the buyer is a mere continuation of the seller, or the transfer is fraudulent. A minority of states, New Jersey among them, also hold an asset buyer that continues the same product line liable. A buyer that takes over service of the installed base can owe a duty to warn of known defects.

Warranties on machines sold to businesses come from the contract and the Uniform Commercial Code as adopted in each state. The federal Magnuson-Moss Warranty Act covers only consumer products. Courts often treat a contract to design, build and install automated equipment as a sale of goods, which carries a four-year limit on warranty claims unless the contract shortens it.

In a stock sale, service agreements and open warranties stay with the company, although a change-of-control clause can give a customer rights. In an asset sale they stay with the seller unless the buyer assumes them, and a service agreement that bars assignment needs the customer's consent. Buyers often take on warranty work to protect customer relationships, and the price reflects its expected cost.

Under federal copyright law, code, screens and drawings employees create as part of their jobs belong to the company. A contractor's work generally belongs to the contractor unless it signs a written assignment, because software and drawings rarely qualify as commissioned works made for hire. Customer contracts then decide whether project deliverables pass to the customer or stay with the company under a license.

In a stock sale ownership stays with the company, and buyers ask for confirming assignments from founders and contractors who wrote code outside employment. In an asset sale copyrights pass only by a signed writing, and patent assignments should be recorded with the USPTO. Where a customer's terms took ownership of the deliverables, the company may not be free to reuse that code.

Software is licensed, not sold, so a license moves only as its terms allow. Many publishers bar assignment without their consent, some treat a change of control as an assignment that needs their approval, and some allow transfers only through their own process. Terms also differ between perpetual licenses and subscriptions, so each license is checked on its own.

In a stock sale the licensee does not change, so a plain anti-assignment clause is usually not triggered, but a change-of-control clause still applies. In an asset sale each license must be transferred under the publisher's process or replaced, which can add cost and time. A list of every license, its type and its transfer terms avoids surprises late in a deal.

Yes, subject to federal export controls and national security review. Export rules control specialized robots, such as radiation-hardened ones, for national security reasons, while robots that adjust their programs from real-time sensor feedback are controlled only for anti-terrorism reasons. Some thermal and high-speed cameras are also controlled, and showing controlled technology or source code to a foreign person in the U.S. is treated as an export.

The Committee on Foreign Investment in the United States can review any deal that gives a foreign person control of a U.S. business, in a stock or an asset sale. Filing is mandatory at least 30 days before closing when the company produces or develops critical technology that would need an export license to reach the buyer. Otherwise filing is voluntary, but CFIUS can still review the deal.

No federal rule bans noncompetes. The Federal Trade Commission's 2024 ban was set aside by a federal court before it took effect and removed in 2026, although the FTC still challenges unreasonable agreements case by case. State law decides, and courts judge a seller's promise not to compete more leniently than an employee's, because the seller is paid for the goodwill.

California, Minnesota and North Dakota, for example, void most employee noncompetes but let the seller of a business agree not to compete with the buyer. Where engineers cannot be bound, buyers rely on rollover equity, retention bonuses and employment agreements, and on federal trade-secret law, which protects designs and code only if the company takes reasonable measures to keep them secret.