The AB InBev and Diageo SAP cases are the clearest public evidence that inherited and indirect software licensing exposure is real, large, and pricable. As of mid 2025, SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing. For a software buyer, these are not distant headlines. They are a template for the risk that sits, unmeasured, inside many targets, and a prompt to quantify it before signing. This page draws the practical lessons, as a child of the cluster on M&A software audit risk.
What the AB InBev and Diageo SAP cases actually show
The two matters differ in detail but share a spine. In each, a large enterprise running SAP at scale faced a claim that its actual use of SAP exceeded what its licenses covered, with indirect and inherited usage at the centre of the dispute. The Diageo matter, in particular, is widely cited for how it framed indirect access, the use of SAP data by connected systems whose users never log in to SAP directly. The headline figures, a reported 600 million dollars for AB InBev and a reported 60 million for Diageo as of mid 2025, matter less for their precise amounts than for what they reveal: a publisher can take usage that built up quietly over years and price it all at once, applying list rates and back charges to a gap the customer did not know it had.
The mechanism behind the numbers
The reason these cases translate so directly to M&A is that the underlying mechanism is the same one a deal accelerates. Exposure of this kind does not appear as a contract or an invoice. It accumulates as systems are connected, as users are added, and as business volumes grow, and it stays invisible until a publisher decides to count it. An acquisition is the moment that decision becomes likely, because the estate changes, the documentation lags, and the publisher has a reason to revisit the account. A buyer that understands the mechanism can look for the same signatures inside a target: undocumented system connections, drifting user classifications, and volumes that have outgrown the contract. The detail of the connection problem is set out in indirect access and audit risk after a merger.
Lesson one: indirect access is a deal risk, not an IT footnote
The first lesson is that indirect access belongs in diligence, not in a technical backlog. The Diageo matter showed that connecting external systems to SAP can create licensable use even when no human logs in, and that the resulting exposure can be substantial. In an acquisition, the buyer is often the one building those connections, linking its CRM, its ecommerce platform, or its analytics tools to the target's SAP environment. Each connection is a commercial event with a licensing consequence, yet it is usually made by engineers under integration pressure. Treating interface mapping as a diligence and integration gate, rather than an afterthought, is the single most actionable lesson these cases offer.
| Lesson | What the cases show | Buyer action |
|---|---|---|
| Indirect access is material | Connected systems can drive a large claim | Map every interface before connecting new systems |
| Exposure accumulates quietly | Years of use priced at once | Quantify inherited usage during diligence |
| Scale can be extreme | Reported figures in the tens to hundreds of millions | Plan escrow or indemnity sized to the measured risk |
| Timing favours the publisher | Claims surface when leverage is low | Resolve the position before integration peaks |
Key takeaways
- As of mid 2025, SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing.
- The cases prove the mechanism by which quiet, accumulated usage becomes a single large claim.
- Indirect access is a commercial risk that belongs in diligence, not a technical detail to defer.
- The magnitude reflects very large estates, but the same dynamics operate in mid market deals.
- A measured exposure can be priced, escrowed, or indemnified before it surfaces as a surprise.
Lesson two: exposure accumulates in silence
The second lesson is about time. Neither claim arose from a single bad decision. Each reflected usage that built up across many years and many systems, invisible on any balance sheet until the publisher chose to count it. For a buyer, the implication is that the absence of a problem on the target's books is not evidence that there is no problem. The exposure lives in the configuration of the systems, not in the financial statements, and only a technical and contractual review will surface it. This is why software licensing diligence has to look at the estate itself, not only at the contracts and the invoices, a theme developed in how latent under licensing becomes an eight figure claim.
Lesson three: timing decides leverage
The third lesson is that these matters surface when the customer's leverage is lowest, and an acquisition manufactures exactly that condition. A buyer mid integration, with the target's institutional knowledge gone and a publisher newly aware of the ownership change, is in a weak position to argue. The defensible move is to invert the timing: quantify the exposure before signing, while the seller still has something to lose and the buyer still has options. A number measured in diligence can be reflected in the price, held in escrow, or covered by warranty and indemnity. The same number raised by a publisher after close is simply a bill.
How a buyer applies these lessons
Applied to a live deal, the cases produce a short, concrete agenda. Map the target's system connections and identify any indirect access before signing. Quantify inherited named user and engine exposure against the contracts. Size escrow or indemnity to the measured risk rather than to a guess. And resolve the position before integration peaks, so the buyer negotiates from strength rather than under an audit clock. None of this requires assuming the worst. It requires treating a known, publicly evidenced pattern as something to measure and price, which is the difference between a managed line item and an eight figure surprise. The way that number is framed for an investment committee is covered in quantifying audit exposure for an investment committee.
Recommendations for buyers
- Quantify indirect access in diligence. Map interfaces into any inherited SAP estate before integration begins.
- Look at the estate, not just the books. Exposure lives in system configuration, not in financial statements.
- Size protection to the measured risk. Set escrow or indemnity against a number, not a guess.
- Resolve before leverage falls. Settle the position before integration peaks and the publisher gains the upper hand.
- Engage your own counsel. Use the cases as evidence of scale and mechanism, and take contract interpretation to a lawyer.
What the cases do not say, and why that matters
It is worth being precise about the limits of these references, because overstating them is its own mistake. The reported figures are amounts that were in dispute, not final adjudicated liabilities, and the specifics of each matter turned on contracts and facts that will not match any other deal exactly. A buyer should not take 600 million dollars as a benchmark to apply mechanically, nor assume that every connected system creates a claim of that magnitude. What the cases establish is the mechanism and the plausible ceiling, not a formula. The practical use is to give an investment committee a credible reason to fund a proper measurement, and to give a deal team a real example when a seller insists that indirect access is a theoretical concern. Used that way, the cases convert a debate about whether the risk is real into a discussion about how large it is for this specific target, which is exactly the discussion a buyer wants to be having before signing rather than after a notice arrives.
The AB InBev and Diageo SAP cases, in one line
The AB InBev and Diageo SAP cases turn an abstract warning into hard numbers: quiet, accumulated, indirect and inherited usage can be priced all at once, at a scale that reaches the tens and hundreds of millions. The lesson for buyers is not fear but discipline. Measure the exposure before signing, look at the estate rather than the books, and resolve the position while leverage is still on your side. We do that work on the buyer side only, paid solely by the acquirer.