M&A software audit defense that meets an inherited publisher audit with measured facts, a defensible position, and a settlement on the buyer terms.
Our M&A software audit defense meets the publisher audit that lands after a deal. Inherited licensing exposure is usually latent before close and surfaces as an audit once the acquirer is on the hook. The publisher arrives with a list price worst case number. We arrive with measured usage, the real entitlement position, and a defensible settlement range, so the outcome is decided by facts rather than pressure.
The major audit risks after a deal come from Oracle, SAP, Microsoft, and IBM, with Broadcom now significant for VMware estates and Salesforce and ServiceNow rising. Each publisher audits differently. Oracle leans on processor counting and options usage. SAP turns on indirect access through connected systems. Microsoft and IBM count deployment against entitlement. We know the playbooks, and we rebuild the measured position before responding, so the first number the publisher hears is ours, not theirs.
The scale is public. SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing tied to indirect access, as reported in court filings and press coverage as of 2024. Those claims show what an undefended inherited position can become. Audit defense is the difference between settling at the publisher opening number and settling at a number the facts support.
We take control of the data before anything goes back to the publisher. We validate the audit script and scope, rebuild the effective licensing position, and identify where the publisher claim overstates usage or misapplies a metric. We then model the realistic settlement and support the negotiation as your independent advisor. Because we are paid only by the acquirer and have no reseller relationship, there is no incentive to settle quickly to protect a vendor margin.
| Publisher | Common audit trigger | Defense focus |
|---|---|---|
| Oracle | Processor counting, options and packs | Validate measured usage and licensing metric |
| SAP | Indirect access via connected systems | Map and challenge indirect usage claims |
| Microsoft | Deployment against entitlement | Reconcile deployment data and true ups |
| IBM | Sub capacity and PVU counting | Verify sub capacity reporting and entitlement |
| Broadcom (VMware) | Subscription conversion and core counts | Check core based entitlement and renewal terms |
Publishers know that a change of ownership is the moment leverage shifts. Usage that sat quietly inside two separate companies becomes visible when systems connect and entitlements merge, and the acquirer is the party with the balance sheet to settle. That is why inherited licensing exposure is usually latent and unquantified in standard due diligence and surfaces as a publisher audit after close. The audit notice rarely arrives on day one. It arrives once the integration is underway and the buyer has the most to lose from a disruption, which is precisely when a list price claim is hardest to refuse without a defensible alternative.
Meeting that claim well depends on who responds first with data. If the publisher controls the measurement, the number is theirs. If you rebuild the effective licensing position before responding, the number is grounded in your facts. We take control of the data, validate the audit scope and the measurement scripts, and identify where the claim overstates deployment or misapplies a metric, before anything goes back across the table.
Each major publisher audits to a different playbook. Oracle leans on processor counting and the use of options and management packs that were never licensed. SAP turns on indirect access, where a connected system touches SAP data and triggers a per user or per document charge. Microsoft and IBM count deployment against entitlement, with IBM sub capacity reporting a frequent point of dispute. Broadcom now drives VMware claims through subscription conversion and core based counting. We know where each playbook overreaches, and we challenge the specific assumptions that inflate the number rather than arguing in generalities.
A defended outcome is a settlement the measured facts support, reached without conceding the publisher opening position. You receive the rebuilt licensing position, a clear account of where the claim was overstated, a realistic settlement range, and negotiation support delivered as your independent advisor. Because we are paid only by the acquirer and hold no reseller relationship, there is no incentive to settle quickly to protect a vendor margin. We provide commercial and licensing advisory, not legal advice, and we work alongside your counsel where the agreement needs legal interpretation.
See the method in our M&A software audit risk guide pillar, and how it plays out in practice: an inherited Oracle audit settled down 71 percent, a post close IBM audit defended, 9 million dollars of Oracle exposure avoided. Or review the full range of services.
We meet it with measured facts and a defensible settlement. Send us the details and we respond within one business day.
Book a confidential call