A software license position assessment for acquirers measures what a target is entitled to against what it actually runs, so the audit exposure inside the deal becomes a number you can price and negotiate.
A software license position assessment for acquirers answers the one question standard due diligence usually leaves open: does the target actually have the right to run the software it depends on. Inherited software licensing exposure is usually latent and unquantified in standard due diligence, and it lands as a publisher audit after close. An assessment built for the buyer converts that open question into a measured position before signing, when the answer still has value at the negotiating table.
A license position is the relationship between three things: what the target is contractually entitled to use, what it has actually deployed, and what its agreements permit when ownership changes. A clean position means deployment sits within entitlement and the contracts survive the deal. A weak position means the target is running more than it is licensed for, or its agreements allow a publisher to reprice or terminate on a change of control. Most targets do not know which they are, because nobody has measured it.
We assemble the entitlement from every contract, order form, and amendment, then measure deployment against it using the same basis a publisher uses in an audit. We read the change of control and anti assignment clauses to understand what the deal structure does to each agreement. The result is a single picture: the exposure in dollars, the contracts at risk on close, and the publishers most likely to act. That picture is what an acquirer needs before committing a price.
| Question the buyer faces | What the assessment provides |
|---|---|
| Is the target running software it is not licensed for? | A measured deployment to entitlement gap by publisher |
| Which contracts change when ownership changes? | A read of change of control and anti assignment clauses |
| How large is the audit exposure in dollars? | A defensible figure built on the publisher audit basis |
| Which publishers are most likely to act after close? | A ranked risk view across the target estate |
| What is the buyer's negotiating position? | Exposure expressed as price, reps, or indemnity scope |
The value of a license position assessment depends entirely on timing. Before signing, a measured exposure is leverage. The buyer can reduce the offer, seek reps and warranties, or build an indemnity that returns the liability to the seller who created it. After signing, the same exposure is simply the buyer problem, with no recourse and a publisher waiting for the change of ownership it can audit against. A change of control is a common audit trigger, so the exposure measured before signing is frequently the exact claim a publisher brings after close.
As of June 2026, public reporting shows SAP pursued AB InBev for a figure in the region of 600 million dollars over disputed and inherited licensing, and the Diageo Great Britain Ltd v SAP UK Ltd judgment, [2017] EWHC 189 (TCC), confirmed that indirect access can require licensing. Both illustrate how a position that looked compliant on the surface carried a large measured liability underneath. An acquirer who assesses the position before signing decides what to do about that liability. An acquirer who does not inherits whatever the publisher later claims. We provide commercial and licensing advisory, not legal advice, and recommend your own counsel for the interpretation of any contract term or claim.
We work to the deal calendar, not against it. We scope the assessment to the publishers that carry the most exposure first, so the deal team has a usable figure inside the diligence window rather than a perfect figure too late to use. We deliver the position as a single number with the workings behind it, the contracts flagged for the change of ownership, and a clear recommendation on how to convert the exposure into deal terms. Because we are independent and paid only by the acquirer, the position is built to be defended in the investment committee and, if needed, against the publisher after close.
A strong assessment also tells the buyer where the position is fragile even when it looks compliant today. A target may sit within entitlement now but depend on a discount that resets on a change of control, or run inside the letter of a contract that a publisher reads more aggressively in an audit. We surface those soft spots alongside the hard exposure, so the deal team understands not just the figure but how durable it is once ownership changes, a distinction that often matters more to the model than the headline number.
Pair this with our software due diligence service and the software due diligence pillar. In practice: diligence that repriced a deal by 6 million dollars and latent VMware exposure found pre deal.
We assess a target's license position publisher by publisher and convert the exposure into deal terms. Tell us about the deal and we respond within one business day.
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