An M&A software due diligence consultant gives the deal team a defensible number for the software liability inside the target, in time to act on it before signing.
An M&A software due diligence consultant gives the deal team something standard diligence does not provide: a defensible number for the software liability inside the target, in time to act on it before signing. The reporting accountant reads the financials, counsel reads the contracts, and a scanner reads the open source. None of them measures deployed usage against entitlement, which is the only measurement a publisher uses when it audits.
An M&A software due diligence consultant closes the one gap that the rest of the deal team leaves open. We reconcile what the target actually deploys against what it is entitled to use, then convert the difference into a figure you can price into the model, the offer, or the reps and warranties. The exposure is usually latent. A target running Oracle, SAP, Microsoft, or IBM rarely tracks its true position, and a change of ownership is a common audit trigger.
As of June 2026, public reporting shows SAP pursued AB InBev for a figure in the region of 600 million dollars, and the Diageo Great Britain Ltd v SAP UK Ltd judgment, [2017] EWHC 189 (TCC), confirmed that indirect access can require licensing. A consultant on the buyer side makes sure that exposure is yours to price, not the vendor to claim after close.
| Diligence stream | What it reads | What it misses |
|---|---|---|
| Quality of earnings | Historic software spend | Forward audit and renewal exposure |
| Legal contract review | Assignability and change of control | Deployment against entitlement |
| Open source scan | Code licence obligations | Commercial publisher exposure |
| Software consultant | Usage versus entitlement, quantified | Nothing; this is the missing measurement |
An M&A software due diligence consultant does not replace the reporting accountant or counsel. We sit alongside them and own the one workstream neither is built to run. The accountant cannot measure deployment against entitlement because that data is not in the financial statements. Counsel can read whether a licence is assignable but not whether the target is using more than it bought. The open source scanner reads code obligations, not commercial publisher exposure. We take the publisher estate, reconcile usage against entitlement, and hand the deal lead a single figure that closes the gap the other streams leave open.
The value is in the timing as much as the number. Exposure measured after signing is a cost the buyer absorbs. Exposure measured before signing is a lever the buyer controls, whether that means adjusting the price, narrowing the scope of what is acquired, or securing a specific indemnity for licensing risk. We structure the work so the early read reaches the deal team while there is still room to act, and the full quantified position lands before the offer is locked. That sequencing is what turns a software finding into a commercial outcome rather than a footnote in the data room.
Independence is the point. A reseller earns more when your spend grows, and a vendor aligned advisor protects the publisher relationship. Neither can hand an acquirer a clean read. We are paid only by the buyer and hold no affiliation with any publisher or reseller, so the exposure number is built to survive the investment committee, not to justify a purchase. That is what makes the figure defensible when the deal is challenged.
You receive a quantified exposure range by publisher, the renewal and true up events that will move it, the change of control terms that depend on deal structure, and a prioritised action list for the first hundred days after close. The work fits the deal timetable, with an early read on where risk concentrates and a full read in time to act. We provide commercial and licensing advisory, not legal advice, and we recommend your own counsel for the interpretation of any contract term.
Work with the full software due diligence service and the method in our software due diligence guide pillar. See it in practice: a deal repriced by 6 million dollars and 9 million dollars of Oracle exposure avoided.
We quantify the software liability inside the target before you sign. Tell us about the deal and we respond within one business day.
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