Acquisitions, divestitures, carve-outs and mergers turn every assignment clause in every software contract into a transaction-blocking risk. We run pre-close due diligence, day-one continuity, and the post-close commercial conversation with each affected vendor.
Every meaningful software contract has an assignment clause. Most of them say what the vendor wants them to say: that a change of control, divestiture or carve-out is grounds to renegotiate, re-license or, in some cases, withdraw the right to use the software entirely.
In the middle of a transaction, that is leverage in the wrong direction. Our M&A licence advisory runs the full arc: identify the assignment risks before signing, secure day-one continuity, and close out the post-deal commercial conversation on terms that do not bleed value out of the acquirer or the divested business.
We do not lead the M&A transaction itself. We do not provide tax, accounting or legal advice on the deal structure. We focus on the software licence layer, where general M&A advisors and outside counsel typically have neither the time nor the vendor-specific expertise to run the conversation.
Optimum is pre-LOI for diligence-led engagements; day-one for transaction-execution-led; or post-close where the issues have already started to surface in vendor escalations.
Pre-close diligence runs 4 to 6 weeks. Day-one continuity runs 2 to 4 weeks around the closing date. Post-close vendor negotiations run 8 to 16 weeks.
M&A engagements are almost always fixed-fee per phase, given the time pressure and the high coordination requirement with deal teams. See engagement models →
Inventory all material software contracts for the target or carve-out perimeter. Flag every assignment, change-of-control and territorial clause. Quantify the exposure if each vendor takes the maximalist position.
Categorise vendors into three tiers: vendors who will not challenge the transfer; vendors who will require a commercial conversation; vendors who will use the moment as a negotiation opportunity. The third group is where the work concentrates.
Build the day-one plan: vendor notifications, consent paperwork, interim use rights, TSA software clauses, and the order-of-operations for the highest-risk vendors. The acquirer or divested entity does not lose access on day one.
Lead the engagement with each affected vendor. Hold the line on the contractual position. Convert what could become a re-licensing event into either a continuation or a structured renegotiation on buyer-side terms.
Once the dust settles, harmonise the combined licence estate: consolidate ELAs, eliminate duplicate tools, retire shelfware brought across from the target. The first post-merger renewal cycle is the best M&A leverage point of all.
Documented handover: vendor-by-vendor status, residual exposure, post-merger renewal calendar, and the integration playbook for the next acquisition.
"The carve-out was four weeks from close and Oracle had served a $17M re-licensing claim. They took it over, ran it to settlement at $2.8M of forward licensing, and we closed the deal on time."
Whether you are pre-LOI, mid-diligence, days from closing or already post-close, send us the perimeter and the timeline. We will scope the licence-layer work within one business day.