The Software Due Diligence Playbook
A step by step playbook for acquirers who want the software estate mapped, quantified and priced before the deal closes, not discovered in an audit afterward.
The software due diligence playbook is a practical guide for acquirers who refuse to inherit unquantified licensing risk. It sets out how to scope a software due diligence review, build the effective license position for the highest risk publishers, quantify audit exposure and cost to cure, and turn the findings into a number the investment committee can act on before signing. This page summarises the paper and gives you the full version on request.
Inherited software exposure is usually latent and unquantified in standard diligence, and it lands as a publisher audit after close. The playbook shows how to find it first, while you still have the leverage to adjust price, set a condition to close, or secure an indemnity.
What the software due diligence playbook covers
The paper follows the deal calendar, from the first data request to the presentation that moves a price. It is written for the buyer, paid only by the acquirer, with no affiliation to any publisher or reseller, so the guidance points toward the cheapest defensible position rather than the largest order.
| Chapter | Question it answers | Buyer outcome |
|---|---|---|
| Scoping | Which publishers first | A time boxed plan |
| License position | What is deployed vs owned | A defensible baseline |
| Quantification | How big is the gap | A worst case and settlement |
| Contracts | What bites on a deal | Change of control mapped |
| Presentation | How to move the price | A committee ready number |
- Software exposure is latent in standard diligence and surfaces as a publisher audit after close.
- The effective license position, deployment against entitlement, is the core deliverable of any review.
- Oracle, SAP, Microsoft and IBM, and increasingly Broadcom, Salesforce and ServiceNow, drive the most risk.
- Quantify the likely settlement, not only the list price, so the number is defensible in the deal.
- Found before signing, exposure can move price or become an indemnity. Found after close, it is just a cost.
- Scope by publisher risk. Spend scarce diligence time on the publishers most likely to audit first.
- Build the position, not a list. Measure deployment against entitlement, including indirect access.
- Quantify two numbers. A worst case at list price and a likely settlement for the model.
- Bring it in early. A finding before the offer shapes the price; one found late only renegotiates.
The playbook supports the wider software due diligence guide and the software due diligence service, where the method is applied to a live target. For the questions buyers ask most, see the FAQ below.
Get the software due diligence playbook
Enter your name and work email. The paper opens immediately after you submit. We send it to acquirers and deal teams only, so a corporate email is required.
Your details are used only to send this paper and relevant advisory updates. We hold no affiliation with any software publisher or reseller.
Frequently asked questions
What is in the software due diligence playbook?
It covers scoping a review, building the effective license position for high risk publishers, quantifying audit exposure and cost to cure, reading contracts for assignment risk, and presenting the findings to the investment committee.
Who is the playbook for?
Acquirers: private equity deal teams, corporate development, CFOs and CIOs, and the procurement and software asset management leaders who inherit the combined estate.
Why do I need a work email to download it?
We share the paper with acquirers and deal teams. A work email lets us confirm you are in that audience and send relevant advisory updates.
Does the playbook replace a software due diligence engagement?
No. It explains the method so you can scope and brief a review. A live deal still benefits from a senior led, quantified review tailored to the target and structure.
Is this legal advice?
No. It is commercial and licensing advisory guidance. We recommend your own counsel interpret the legal effect of any contract clause.
Want this applied to your target?
Bring us the deal. We run the playbook on your specific target and structure and quantify the exposure before you sign.