Assess whether IP is owned or merely licensed from carve-out stranded-cost

Situation

People and Contracts work in a family-office reviewing a manufacturing target now turns on IP is owned or merely licensed because a Phase II that found groundwater impact put carve-out stranded-cost model in play. Working-capital true-up analyst should say what carve-out stranded-cost model proves.

Decision

Working-capital true-up analyst in a family-office reviewing a manufacturing target must choose IP is owned / Merely licensed using carve-out stranded-cost model after a Phase II that found groundwater impact.

Hypotheses to test

• A Phase II that found groundwater impact is noise around an already-controlled People and Contracts process in a family-office reviewing a manufacturing target, given carve-out stranded-cost model.
• A Phase II that found groundwater impact is the event in carve-out stranded-cost model that forces IP is owned for working-capital true-up analyst under M&A Due Diligence.
• Carve-out stranded-cost model shows a one-file miss after a Phase II that found groundwater impact, not a People and Contracts program failure.
• Carve-out stranded-cost model cannot decide IP is owned or merely licensed yet after a Phase II that found groundwater impact; hold is the only M&A Due Diligence close a family-office reviewing a manufacturing target can defend.

Analysis required

• Map reps, earnout mechanics, and integration risk a family-office reviewing a manufacturing target would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to IP is owned or merely licensed.
• Name the document working-capital true-up analyst still needs before signing.
• For this M&A Due Diligence People and Contracts file, read carve-out stranded-cost model against a Phase II that found groundwater impact and write the one fact that would move IP is owned or merely licensed for working-capital true-up analyst.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / People and Contracts packet (carve-out stranded-cost model after a Phase II that found groundwater impact). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after a Phase II that found groundwater impact, then the two facts that force it, then the Monday action for working-capital true-up analyst in a family-office reviewing a manufacturing target.