Can a shutting down company license its Slack to AI?
The short answer
Some already have. SimpleClosure has processed about 100 such deals at $10,000 to $100,000 per company. Delaware's section 271 ties a sale of substantially all assets to board action and a stockholder vote. Section 281(c) shields directors who follow it. Ask counsel how that fits your company.
In a shutdown, the board and stockholders decide what happens to the archive. That makes this a corporate law question before it is a data question.
Who is licensing, and for how much?
Gizmodo reported, citing Forbes, that SimpleClosure's platform had processed nearly 100 deals over the past year. Payouts ran from $10,000 to $100,000 per company. Treat these as reported figures.
SimpleClosure's CEO wrote that assets have come from more than 350 companies.
The Asset Hub page names source code and workspace data. It describes that data as documents, communications and institutional knowledge.
SimpleClosure's CEO tells founders to do four things:
- check a buyer's completed deals
- define what transfers
- review files for confidential third-party material
- get agreements that state actual prices and payment timelines
What does Delaware require when a shutting-down company sells its assets?
For a Delaware corporation, section 271 lets a board sell all or substantially all of the company's property. A majority of the outstanding stock entitled to vote must approve it. That vote happens at a meeting called on at least 20 days' notice.
Whether a data sale counts as substantially all of the assets depends on the company.
For a dissolved corporation, section 281 sets out how to provide for known and contingent claims. Section 281(c) shields directors who follow it from personal liability to claimants. Section 282 caps a stockholder's liability at what was paid out to them.
What stays in place after the company closes?
Contracts with customers and partners don't disappear because the company did. The people in the messages are still people.
I found no case on data-subject claims against a dissolved company. As far as my search goes, the shield's reach over privacy claims is untested.
What your staff may object to is on licensing employee emails. The ombudsman process is explained in what a consumer privacy ombudsman is.
Talk to an insolvency or corporate lawyer in your state before you sign. The managed readiness page covers how we help you assemble the file for that conversation.
Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
