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About the Firm

Independent software M&A advisory, on the buyer’s side only.

We map and quantify the licensing and audit exposure inside a deal. No publisher or reseller affiliation. Paid only by the acquirer.

We are an independent software M&A advisory firm. We are buyer side, paid only by the acquirer, and focused on one thing: the licensing and audit exposure inside a deal.

What independent software M&A advisory means

Most parties at a software negotiation are paid to sell you something. Resellers earn margin on licenses. Publishers earn on true ups and renewals. An independent software M&A advisory firm earns none of that. We hold no affiliation with any software publisher or reseller, we never resell licenses, and we are compensated only by you, the acquirer. That structure is the whole point. When a vendor audit lands after close, our analysis is built to defend your position and no one else.

We exist because the most expensive surprises in a software estate are the ones nobody was assigned to measure. Legal reviews assignability. The accountants review the financials. A scanner reviews open source. The deployed usage against entitlement for the publishers that drive audit risk is the one number that falls between those workstreams, and it is the one we own.

Who pays the advisor decides whose side the advice serves A comparison showing a reseller paid by vendor margin versus an independent advisor paid only by the acquirer. Reseller or VAR Paid by vendor margin Incentive to sell more licenses Conflicted at audit time Interests can diverge from yours Independent buyer side advisor Paid only by the acquirer No publisher or reseller affiliation Defends your position at audit One interest: yours
Independence is structural, not a slogan. It comes from who writes the check.

How we work with your deal team

We do not duplicate the rest of the team. We sit alongside it and fill the gap. The output is written for the investment committee: a defensible exposure number with its assumptions stated, and the options to price it into the deal, hold it in escrow, or cover it by warranty and indemnity. Most engagements begin before signing and continue through the first 100 days after close, so the context carries from one stage to the next.

Where independent software M&A advisory sits in the deal team
WorkstreamOwnerScope boundary
Legal diligenceYour counselAssignability, consents, contract interpretation
Financial diligenceReporting accountantsQuality of earnings, working capital
Code diligenceScanning vendorOpen source and security
Software licensing exposureIndependent advisorUsage against entitlement, audit risk

Our voice is plain and commercial. We are advisors who have found eight figure exposures that standard due diligence missed, and we write findings the way a deal team needs to read them. We provide commercial and licensing advisory, not legal advice, and we recommend you engage your own counsel for legal interpretation of any clause or claim.

Key takeaways

  • We are independent and buyer side, with no affiliation to any software publisher or reseller, and are paid only by the acquirer.
  • We measure the one thing other workstreams do not: deployed software usage against entitlement for audit prone publishers.
  • Engagements run pre deal through the first 100 days, so findings can be priced in, papered, or remediated in sequence.
  • We give credentials at the firm level only and publish client work as anonymised composites to protect live processes.

Recommendations for buyers

  1. Ask who pays your advisor. If the answer is a vendor or reseller, the incentive is not aligned with your deal.
  2. Bring software in early. Independent analysis is most valuable before signing, when it can still move terms.
  3. Separate advisory from legal. Use commercial advisory to quantify and your own counsel to interpret.
  4. Keep one team across stages. Continuity from diligence to reconciliation prevents findings from being lost in handover.

See how this plays out in our software M&A case studies, learn the method in the software due diligence guide, or read more on why buyer side independence matters.

Frequently asked questions

What makes you an independent software M&A advisory firm?
We hold no affiliation with any software publisher or reseller and we are paid only by the acquirer. That independence means our exposure analysis is built to defend your position in a deal, never to sell a vendor product or steer you toward a reseller agreement.
Who do you work with?
We work with private equity deal teams, corporate development, CFOs, CIOs and the software asset management and procurement leaders who inherit the combined estate after close.
Do you provide legal advice?
No. We provide commercial and licensing advisory. We identify where clauses and entitlements create exposure and we quantify it, then we recommend that you engage your own counsel for legal interpretation.
What is your scope across a deal?
We cover the full lifecycle: pre deal due diligence, post close reconciliation, carve out and transition services agreement separation, audit defense, and change of control and assignment review.
How do you protect confidentiality?
We work inside live deal processes under non disclosure. Lead forms route only to our intake address and we never disclose client identities, which is why our published work uses anonymised composites.

Want an advisor with no agenda but yours?

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