Assess whether IP is owned or merely licensed (d8671a)

Situation

After IT diligence showing two ERPs and no chart of accounts map, carve-out stranded-cost model is what commercial-diligence partner can touch in a cross-border deal with earnout-heavy structure. M&A Due Diligence will live with IP is owned versus Merely licensed on this Legal, IP, and Regulatory file.

Decision

Commercial-diligence partner in a cross-border deal with earnout-heavy structure must choose IP is owned / Merely licensed using carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• Carve-out stranded-cost model reads as IP is owned once IT diligence showing two ERPs and no chart of accounts map is lined up to the same M&A Due Diligence population.
• Carve-out stranded-cost model is closer to Merely licensed after IT diligence showing two ERPs and no chart of accounts map; IP is owned would over-claim this Legal, IP, and Regulatory extract.
• A dual reading is still live in carve-out stranded-cost model for commercial-diligence partner in a cross-border deal with earnout-heavy structure.
• Carve-out stranded-cost model is missing the fact commercial-diligence partner needs after IT diligence showing two ERPs and no chart of accounts map; stop this M&A Due Diligence close.

Analysis required

• Name the document commercial-diligence partner still needs before signing.
• Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read carve-out stranded-cost model against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move IP is owned or merely licensed for commercial-diligence partner.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Legal, IP, and Regulatory packet (carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map). The follow-on Legal, IP, and Regulatory action is what commercial-diligence partner does next: implement the option, assign an owner, and log the missing fact.