We quantify the licensing exposure before you sign, then reconcile and defend the estate after close. One workstream, carried from diligence to day one hundred.
Our software M&A advisory process exists to own the one number standard diligence leaves unmeasured: deployed usage against entitlement for the publishers that audit hardest. We plug into your deal calendar, work to your timeline, and hand the deal team a defensible exposure figure they can act on while there is still leverage to act.
Most engagements begin before signing and continue through the first hundred days after close, so the context carries from one stage to the next rather than being rebuilt. We do not duplicate the rest of the team. We sit alongside the legal, financial and technical workstreams and fill the gap none of them owns. The earlier we start, the more options remain: a quantified exposure can be priced into the deal, held back in escrow, or covered by warranty and indemnity, but only while the deal is still open. After close, the same number is simply a cost. This is the same gap we describe in the problem.
The output is written for the investment committee, not for a technical audience. Across a deal it moves through three stages, each with a clear deliverable.
| Stage | What we do | What you receive |
|---|---|---|
| Before signing | Map deployed usage against entitlement for Oracle, SAP, Microsoft, IBM and the rising risks, and read the change of control and assignment terms against your deal structure. | A defensible exposure number with stated assumptions, and the options to price, escrow, or cover it. |
| At close and after | Reconcile the two estates, deduplicate spend, and build an audit defensible license position for the combined entity. | A reconciliation plan, a consolidated position, and quantified savings. |
| If an audit lands | Defend the inherited position, challenge measurement, and settle the claim down. | A defended position and a settlement well below the opening demand. |
Each stage draws on the relevant service: software due diligence, license reconciliation, and M&A audit defense. You can see quantified outcomes in our case studies.
The process works because of who pays for it. We hold no affiliation with any software publisher or reseller, we never resell licenses, and we are compensated only by you, the acquirer. When a vendor audit lands after close, our analysis is built to defend your position and no one else's. That is the point of being structurally independent, and it is why our published work uses anonymised composites rather than named parties.
We plug into your deal calendar. Before signing we map and quantify the licensing and audit exposure inside the target. After close we reconcile, defend and consolidate the combined estate. The output is written for the investment committee at each stage.
As early as possible before signing, while there is still leverage to price exposure into the deal, hold it in escrow, or cover it by warranty and indemnity. We also take post close and active audit engagements, but earlier means more options.
A defensible exposure number with its assumptions stated, the clauses that bite under your deal structure, and the options to price it, escrow it, or cover it. After close, a reconciliation plan and an audit defensible license position.
No. We sit alongside them and fill the gap they do not own: deployed usage against entitlement for the publishers that drive audit risk. We provide commercial and licensing advisory, not legal advice, and recommend your own counsel for legal interpretation.
We work inside live deal processes under non disclosure. Our published case studies are anonymised composites, and lead forms route only to our intake address.
Request a confidential software M&A risk assessment. We plug into your timeline and quantify the exposure before you sign.