Independent software M&A advisory that finds and quantifies the licensing and audit exposure standard diligence misses, before it becomes a post close write down.
Independent software M&A advisory for private equity, corporate development and CFOs. We find and quantify the licensing and audit exposure that standard diligence misses, before it becomes a post close write down.
Financial diligence maps every dollar of revenue. Almost none of it maps the software. License entitlements, true up exposure, change of control clauses and indirect access sit off the balance sheet until a vendor audit lands months after close and the earnings you underwrote are suddenly wrong. Lawyers review assignment clauses. Code scanners review open source. Reporting accountants review the financials. The latent software licensing and audit exposure, the kind that becomes a seven or eight figure publisher claim, routinely falls through the gap between them.
That gap is our entire focus. Before a deal we map and quantify the exposure so it can be priced in or covered by warranty. After close we reconcile the combined entity, defend the audits that follow, and consolidate duplicated spend into recurring savings.
Eight advisory lines across the full deal lifecycle, each available on its own or end to end.
Map and quantify a target licensing and audit exposure before you sign.
Read more →Build the true license position of the combined entity and fix breaches first.
Read more →Untangle shared licenses and exit the transition services agreement cleanly.
Read more →Defend the Oracle, SAP, Microsoft and IBM audits that follow a transaction.
Read more →Find the clauses that trigger consent, termination or repricing on a deal.
Read more →Repeatable software diligence and cost recovery across the portfolio.
Read more →The public record shows that inherited and disputed licensing turns into very large claims. As of June 2026, reporting on the dispute records that SAP pursued Anheuser Busch InBev for a reported 600 million dollars, and the English High Court ruling in Diageo Great Britain Ltd v SAP UK Ltd [2017] EWHC 189 (TCC) established indirect access liability that press coverage valued near 60 million pounds. These exposures are usually invisible in standard due diligence because the under licensing is latent and unquantified until a notice arrives.
| Deal stage | What we measure | What it protects |
|---|---|---|
| Pre signing | Deployed usage against entitlement for audit prone publishers | Purchase price, warranty and indemnity scope |
| Signing to close | Change of control and assignment clauses by contract | Consent, termination and repricing risk |
| First 100 days | Combined effective license position | Audit readiness and breach remediation |
| Ownership | Duplicated and stranded spend across the estate | Recurring cost recovery |
Explore our software M&A case studies, download a white paper, or start with the glossary of the terms that drive exposure. The full method is set out in our software due diligence guide.
Tell us where the transaction stands. We respond within one business day with a scoped engagement that fits your close.
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