A sell side report is scoped to present the estate favourably. It tells a buyer where the seller looked, and where it did not. Here is how to read and test sell side software due diligence rather than rely on it.
Sell side software due diligence is the work a seller does on its own licensing position before a buyer ever sees the data room, and it is something a buyer should understand well, because the presence or absence of it changes the whole tenor of a deal. Where a seller has run real sell side diligence, the buyer meets an evidenced, defensible position. Where it has not, the buyer is the first party to look properly, and inherited exposure that is usually latent and unquantified becomes the buyer problem. This page sets out what sell side software due diligence covers and why a buyer should care that it was done.
Sell side software due diligence is the mirror image of buyer side work. The seller, or an adviser acting for it, reconciles deployment against entitlement, identifies the gaps, and decides which to fix and which to disclose, all before going to market. The aim is to control the narrative: to present the software estate as a known quantity rather than allow a buyer to discover problems and price them aggressively. For the buyer, the value of recognising sell side diligence is that it indicates the exposure has been examined, which narrows the range of nasty surprises, though it does not remove the buyer obligation to verify.
A buyer should never simply accept a sell side report at face value, because it was commissioned by the other party and scoped to the seller advantage. But a credible sell side process does tell the buyer something useful: that the major agreements have been read, that deployment has been measured, and that the obvious gaps have likely been addressed. The buyer task then shifts from finding exposure from scratch to testing and validating the seller position, which is faster and more targeted, as covered in how sellers should prepare software for sale.
The two exercises examine the same estate but serve opposite interests, and the differences matter to a buyer reading a sell side pack. Sell side work is scoped to present the estate favourably and to disclose on the seller terms. Buyer side work is scoped to find what the buyer would inherit and to size it for pricing and risk allocation. A buyer who treats a sell side report as a substitute for its own analysis is trusting the other side scope, which is rarely wise where eight figure exposures can hide. The right posture is to use the sell side pack to focus the buyer own review, not to replace it.
The buyer validation is where the real protection lies. It tests the seller deployment data against independent evidence, checks the entitlement interpretation against the actual agreements, and quantifies anything the seller has framed lightly, using the method in quantifying cost to cure for the deal model. The validated position then feeds the negotiation over price and the agreement, as covered in negotiating software risk allocation in the SPA.
| Dimension | Sell side | Buyer side |
|---|---|---|
| Whose interest | The seller | The buyer |
| Scope intent | Present favourably | Find what is inherited |
| Treatment of gaps | Remediate or disclose | Quantify and allocate |
| Output use | Control the narrative | Price and protect the deal |
| Buyer reliance | Use to focus review | The basis for decisions |
A buyer gets the most from a sell side report by reading it as a map of where the seller chose to look and, just as importantly, where it did not. Areas the report covers thoroughly are likely sound; areas it treats lightly or omits are where the buyer should concentrate. The change of control and anti assignment clauses deserve particular attention, because a sell side report has little incentive to dwell on a clause that could let a publisher reprice or terminate on the transaction, yet that clause can carry real cost depending on whether the deal is a stock purchase, an asset purchase, a merger, or a carve out.
The reason this validation is worth the effort is the size of what can be missed. SAP pursued AB InBev for a reported 600 million dollars and Diageo for a reported 60 million over disputed and inherited licensing, as of June 2026. A sell side report scoped to present the estate well would have little reason to surface an exposure of that order in full, which is exactly why a buyer validates rather than relies. This page is commercial advisory on how to read and test sell side diligence, not legal advice; engage your own counsel on the agreements and clauses.
In some deals a buyer can take reliance on a sell side report, meaning the adviser who prepared it agrees the buyer may rely on its conclusions and accepts a duty of care to the buyer. Reliance is useful, but it is not a substitute for the buyer own judgment, because the report scope was still set by the seller. A buyer taking reliance should read the scope carefully, identify what was deliberately excluded, and run its own targeted work on the high risk publishers regardless. Reliance shifts some professional responsibility, but it does not widen a scope that was designed to present the estate favourably in the first place.
Where a sell side report is thin or absent, the buyer simply runs full buyer side diligence and prices the additional uncertainty. The decision is commercial: a strong sell side pack with reliance can compress the buyer timeline and cost, while a weak one means the buyer carries the full burden of discovery. Either way, the buyer should treat the sell side material as an input to its own analysis, not as the analysis itself, and should keep the focus on quantifying what the buyer would actually inherit so the findings can drive price and risk allocation.
Sell side software due diligence sits within software in deal valuation, alongside seller preparation and data room disclosure. The buyer side validation comes from software spend diligence. Engage your own counsel for legal interpretation of any agreement or clause.
Tell us where the deal stands. We respond within one business day with a scoped, buyer side engagement that protects the value you underwrote.
Book a confidential call