Assess whether IP is owned or merely licensed (3b4f7b)

Situation

IP is owned or merely licensed sits with carve-out separation lead because add-backs that are just delayed opex hit a PE platform evaluating a founder-led SaaS add-on. Evidence is management-team retention and key-person map; write the M&A Due Diligence Separation and Integration option that extract can carry.

Decision

Carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on must choose IP is owned / Merely licensed using management-team retention and key-person map after add-backs that are just delayed opex.

Hypotheses to test

• Authorize IP is owned now; management-team retention and key-person map already has the discriminator after add-backs that are just delayed opex.
• Keep Merely licensed in force until management-team retention and key-person map is completed after add-backs that are just delayed opex for carve-out separation lead.
• Treat management-team retention and key-person map as IP is owned because both readings appear after add-backs that are just delayed opex.
• Refuse a M&A Due Diligence close: carve-out separation lead does not have the page IP is owned or merely licensed turns on in management-team retention and key-person map.

Analysis required

• Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to IP is owned or merely licensed.
• Name the document carve-out separation lead still needs before signing.
• Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away.
• For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against add-backs that are just delayed opex and write the one fact that would move IP is owned or merely licensed for carve-out separation lead.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Separation and Integration packet (management-team retention and key-person map after add-backs that are just delayed opex). Lead with the M&A Due Diligence option management-team retention and key-person map can support after add-backs that are just delayed opex, then the two facts that force it, then the Monday action for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on.