New Monday, new briefing!
This week, we’re looking into legal disputes, acquisitions, and things smaller firms should be aware of.
In 2013, Zaha Hadid licensed her name to her firm, holding the trademarks personally. The license allowed Zaha Hadid Limited to use them for 6% of net income. After her death in 2016, the trademarks passed to the Zaha Hadid Foundation, which became the licensor. The firm paid the foundation to keep using her name. In 2024, it sued to end the license, but the High Court refused. In 2026, the Court of Appeal overturned this, saying an open-ended license can be terminated with reasonable notice, allowing the firm to renegotiate royalties or drop the name. From 2018 to 2024, that royalty cost the firm over $27 million.
The Bottom Line
Hadid separated her name from her practice in writing, with her 2013 license holding the trademarks apart from the firm, passing them to the Foundation in her will. The license didn't settle the exit, setting a 6% royalty to run "indefinitely" without clarifying if the firm could end it. This unresolved question and the high rate later judged too steep caused years of disputes and an appeal.
A founder-led practice gains three types of value: intellectual property, commercial brand, and governance. Each requires its own instrument. Separating them is just the start; how and when they can be unwound, and at what price, determines whether the separation protects or binds the firm.
For founder-led practices, ensure partnership, IP register, and ownership documents clearly address death, incapacity, exit, or sale. If not, the ZHA ruling highlights the cost of discovering issues too late.
The Mechanism
A founder-led practice accumulates three kinds of value in parallel. IP value attaches to a name and a recognizable design identity. Brand value attaches to the operating firm: its client list, delivery record, and team. Governance value resides with whoever holds voting control over decisions about both.
While the founder is alive, all three seem fused because one person embodies them. This fusion is a convenience, not a legal reality. After death, incapacity, or planned exits, the three become separate via legal lines like probate, trust law, intestacy, or partnership clauses. If not deliberately set, default rules apply. ZHA illustrates a different route to the same trap. Hadid drafted the royalty herself: 6% and its open-ended term were her choices, written years before disputes arose. The weakness was in the exit clause. The license stated the royalty would run "indefinitely" but didn't specify if the firm could end it. Once trademarks passed to a charity, no founder remained to rewrite the deal. The firm paid for about a decade until the Court of Appeal interpreted "indefinite" as terminable.
Avoiding it is mundane and procedural. Name the assets. Assign them deliberately. Write exit conditions in language that does not assume the founder will remain the point of reference forever.
Market Signals
HOK absorbs ROSSETTI
HOK's April acquisition of Detroit-based ROSSETTI folded a recognized sports specialist into a larger global practice. The ROSSETTI name survives only during the integration period, after which the combined firm becomes HOK. Even that interim co-branding was a negotiated outcome rather than an automatic one. The structure of these deals is where the IP-brand-governance distinction is tested in real money.
Perkins&Will and A+I
The September 2025 merger integrated A+I, a strategy-led New York workplace firm, into Perkins&Will, with founders becoming managing principals and its branded-environments work becoming Perkins&Will's first in-house practice. The deal was primarily an acquisition of talent and capabilities, with a focus on leadership structure and team integration. For founder-led firms watching consolidations, the key lesson is how smoothly a smaller firm's people and identity can transfer into a larger firm and the terms involved.
Sweco's Q1 acquisition pace.
Sweco announced three acquisitions in early 2026, adding about 80 staff: Belgium's CONIX RDBM and a-tract, and Finland's Näkymä. Fast deals often involve practices with clear ownership and IP, similar to those of founder-led firms undergoing disaggregation. Sweco's materials describe these deals by specialism; consider governance as your interpretation rather than a solid claim.
ZHA's renegotiation outcome.
The Court of Appeal's decision leaves the licensing arrangement open to renegotiation rather than voiding it. That is itself a signal: judges will tolerate ambiguity for a long time before they fix it, and the cost of the wait falls on the operating firm.
Intelligence Brief
We can learn important lessons from these mergers and disputes that might help avoid costly gray areas in the future. The practical audit consists of three questions that are better addressed now than later, in consultation with an IP lawyer, each with a paper trail to produce.
First, the name. Is the firm's name registered as a trademark? If so, in whose name? Under what conditions does the registration transfer, terminate, or revert? If the founder holds it personally and the firm licenses it, what does the license say about death, incapacity, or the sale of the firm? Founders often discover that the answer is "we never wrote it down" or "we wrote it down in 2009, and nobody has looked since." Either answer should prompt a meeting with an IP solicitor this quarter.
Second, the separability of brand and equity. If a buyer approached tomorrow, could you sell the operating firm without the founder's name attached, or sell the name without the firm? The valuation conversation is genuinely difficult because firms closely tied to a founder's personal brand resist clean separation, and successors often cannot finance a buyout without firm-backed or phased purchase structures. Acknowledging that difficulty early might be what makes the eventual transaction possible.
Third, the partnership agreement timeline. Most agreements drafted in a firm's early years address founder exit "in due course" or leave it for a future amendment. Replace indefinite language with specific triggers: age, ownership percentage thresholds, definitions of incapacity, and a named decision process. Move the question out of the emotional register and into the operational one.
For growing small firms and self-employed architects, the same logic applies in compressed form, and the stakes differ in kind rather than in scale. If you practice under your own name as a sole trader, that name is more than your professional identity. The goodwill built up in it, together with any trademark you have registered, is a business asset that forms part of your estate and passes on death or exit. A simple step: register the trading name as a trademark in your own jurisdiction, decide in writing whether a successor or family member may continue to use it, and note that decision in your will. If you work with one or two others, the right instrument depends on how the practice is set up: a partnership or LLP needs a partnership or members' agreement, and an incorporated firm needs a shareholders' agreement. Either one, covering death, illness, and departure, costs a few thousand and could prevent a surviving owner from being tied to a co-owner they never chose, usually through buy-out provisions backed by life insurance. Professional indemnity run-off cover is the other instrument that small practices routinely overlook until the moment it is needed.
The consolidation route remains available. HOK, Perkins&Will, and Sweco are buying. Firms that have completed the disaggregation work transact on better terms. Firms that have not either accept a discount or, as ZHA did, spend a decade in court to establish what a week of careful drafting could have settled.
A final note: none of the above-mentioned is legal advice. Legal frameworks will differ depending on your country of practice. This text is merely a suggestion of things to be aware of, and any action should be taken only in consultation with a registered lawyer.
Put the audit on the agenda for the next partners' meeting, and bring a lawyer to the one after that to clear things up. Small efforts now will help you in the long run!
See you next week!
-Johan