Fixing under licensing before a publisher finds it is the most valuable move a buyer can make after close, because the same gap costs far less to remediate on your own terms than to settle under audit. Fixing under licensing before a publisher finds it means identifying where the combined entity deploys more than it is entitled to, quantifying the gap, and closing it through a controlled purchase or true up while you still hold the timing and the leverage. Once a publisher opens an audit, the gap becomes their finding, priced at list with back maintenance and penalties, and the buyer negotiates from the back foot.
This guide explains why early remediation is cheaper, how to prioritise which gaps to fix first, and how to close them on favourable terms. It is the action stage of post close license reconciliation, runs alongside the first 90 days after close, and depends on the combined entity license position that quantifies the gaps in the first place.
Why fixing under licensing before a publisher finds it is cheaper
The economics are stark. When a buyer remediates proactively, it buys the licences it needs at negotiated rates, on a timeline it controls, often bundled into a renewal where it has leverage. When a publisher finds the same gap in an audit, it prices the shortfall at list, adds back maintenance for the period of non compliance, and may add penalties, all with the implicit threat of a larger claim if the buyer does not settle. The difference between the two paths is frequently several multiples on the same underlying gap. Public disputes illustrate the scale of what an unmanaged position can become: SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing, as reported in those cases as of June 2026.
Prioritising which gaps to fix first
Not every gap deserves the same urgency. The right order weighs the size of the exposure, the audit propensity of the publisher, and the proximity of any renewal that offers a natural moment to remediate. A large gap with an aggressive auditor and an approaching audit clock is closed first. A small gap with a passive publisher can wait for the next renewal. The table sets out a prioritisation that puts effort where the risk and the leverage are greatest.
Key takeaways
- The same gap costs far less to fix on your terms than to settle under a publisher audit.
- Proactive remediation is priced at negotiated rates on your timeline; audit findings are priced at list with penalties.
- Prioritise by exposure size, publisher audit propensity, renewal proximity, and active consolidation.
- Renewals are the natural moment to remediate, because that is where the buyer holds leverage.
- Fixing early needs the combined entity position first, so the gap is quantified before it is closed.
Closing the gap on favourable terms
Remediation is a negotiation, not a confession. The buyer approaches the publisher with a quantified, bounded position and a commercial proposal, ideally folded into a renewal or a broader commitment that the publisher values. It does not volunteer an open ended admission that invites an audit. The aim is to convert the gap into a purchase on the buyer terms, with the exposure closed and documented so it cannot resurface. Where a gap is contested or the publisher pushes toward a formal audit, the work shifts into M&A audit defense, but the goal throughout is to keep the timing and the leverage on the buyer side. Remediation handled this way also tidies the estate for the savings captured in reconciling overlapping software agreements.
Recommendations for buyers
- Quantify every under licensing gap from the combined entity position before approaching any publisher.
- Prioritise large gaps with aggressive auditors and approaching audit clocks first.
- Use an upcoming renewal as the moment to remediate, where the buyer holds the most leverage.
- Approach the publisher with a bounded, commercial proposal, not an open ended admission.
- Document each closed gap so it cannot resurface, and escalate contested gaps into audit defense.
Framing remediation so it does not invite an audit
The delicate part of fixing under licensing is approaching the publisher without converting a quiet remediation into a formal audit. The framing matters as much as the substance. A buyer that arrives with a precise, bounded position and a commercial proposal is having a purchasing conversation. A buyer that arrives with an open ended admission that it may be out of compliance is inviting the publisher to scope the problem itself, which is exactly the loss of control that proactive remediation is meant to prevent. The quantified position built during reconciliation is what allows the buyer to bound the conversation and keep it commercial.
Choosing the moment is equally important. The strongest position to remediate from is an upcoming renewal or a broader commitment the publisher values, because the additional entitlement can be folded into a deal the publisher wants to close rather than purchased in isolation at list. A buyer that waits for the natural leverage of a renewal, rather than approaching cold, frequently closes the same gap for a fraction of what an isolated true up would cost. The combined entity position is what makes this timing possible, because it tells the buyer the size of the gap well before the renewal arrives, leaving room to plan the approach.
Where a gap is genuinely contested, the discipline is to hold the line rather than concede. Not every shortfall a publisher might assert is a shortfall the contract actually supports, and a buyer with a documented, defensible position can push back on an aggressive interpretation rather than settling to make the conversation end. This is the point at which remediation shades into audit defense, and the same evidence base that quantified the gap for a proactive fix becomes the basis for defending the position if the publisher escalates. Holding the timing and the evidence on the buyer side is what keeps remediation a purchase rather than a penalty.
Why an independent advisor leads the remediation
Fixing under licensing well requires knowing what each publisher will accept and how to frame a remediation so it does not trigger the audit it is meant to avoid. An independent, buyer side advisor with no affiliation to any publisher or reseller quantifies the gap, chooses the moment, and runs the negotiation for the buyer alone, never for the publisher selling the cure. That single sided representation is what keeps remediation a controlled purchase rather than a settlement dictated from the other side of the table.