Software licensing due diligence services that measure a target's licence position publisher by publisher, so inherited exposure becomes a number you can price.
Our software licensing due diligence services measure a target's licence position before you sign, so inherited exposure becomes a number you can price rather than a publisher claim you discover after close. Standard diligence reads spend and contracts. Licensing diligence reads the gap between what the target deploys and what it is entitled to use, which is the only measurement a publisher acts on in an audit.
Software licensing due diligence services test each material publisher against the term that actually bites. Oracle exposure grows quietly through options usage and partitioning. SAP exposure hides in named user counts and indirect access through connected systems. Microsoft exposure appears where enterprise agreement deployment outruns entitlement. IBM exposure sits in sub capacity that was never properly reported. We reconcile each one against deployed usage and quantify the result.
Inherited software licensing exposure is usually latent and unquantified in standard due diligence, and it lands as a publisher audit after close. 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 indirect access can require licensing. A buyer who has measured this exposure controls it; a buyer who has not inherits it.
| Publisher | Metric we test | Common exposure |
|---|---|---|
| Oracle | Processor and options usage | Unlicensed options and partitioning |
| SAP | Named users and indirect access | Connected system access unlicensed |
| Microsoft | Enterprise agreement deployment | Editions and cloud over deployment |
| IBM | Sub capacity reporting | Under reported processor value units |
| Broadcom VMware | Subscription conversion | Repricing at renewal after change |
The exposure that matters in a deal rarely sits where the target expects it. It hides in the details of how each publisher counts use. Oracle measures processor cores and the options switched on inside a database, and exposure builds quietly when a feature is enabled without a matching licence or when virtualisation spreads a workload across more hardware than the metric allows. SAP counts named users by type and, since the indirect access principle was confirmed, also counts use that flows in through connected systems. Microsoft reconciles enterprise agreement deployment against editions and cloud consumption, where over deployment accumulates across thousands of seats. IBM measures sub capacity in processor value units that are easy to under report. Each is a different measurement, and each requires the specific knowledge to test it.
This is why a generic review does not protect a buyer. A checklist that asks for contracts will receive contracts, but the exposure lives in the gap between those contracts and what the systems actually do. Software licensing due diligence services close that gap by reconciling the deployment data against the entitlement for every material publisher, then expressing the result as a defensible range the deal team can use. The work is built to be challenged, because a figure that cannot withstand the investment committee or a later dispute is of no use to a buyer.
The cost of measuring a licence position before a deal is a fraction of the cost of inheriting an unmeasured one. A target that has under invested in software asset management is almost always carrying exposure it cannot see, and that exposure becomes the buyer problem the moment the deal closes. Quantifying it before signing turns an open ended liability into a priced, negotiable item. Because we are independent and paid only by the acquirer, the figure we produce serves your decision, not a vendor relationship. We provide commercial and licensing advisory, not legal advice, and recommend your own counsel for the interpretation of any contract term.
See the full software due diligence service and the software due diligence guide pillar. In practice: SAP risk quantified before signing and a 4 million dollar indirect access claim avoided.
We quantify a target's licensing exposure publisher by publisher before close. Tell us about the deal and we respond within one business day.
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