Whether IP is owned or merely licensed from management-team retention

Situation

IP is owned or merely licensed sits with carve-out separation lead because IT diligence showing two ERPs and no chart of accounts map hit a roll-up of three regional service companies. Evidence is management-team retention and key-person map; write the M&A Due Diligence Earnings and Revenue Quality option that extract can carry.

Decision

Carve-out separation lead in a roll-up of three regional service companies must choose IP is owned / Merely licensed using management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• Carve-out separation lead can defend IP is owned from management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map in a M&A Due Diligence challenge.
• Carve-out separation lead cannot defend IP is owned from management-team retention and key-person map; Merely licensed is what the extract actually supports after IT diligence showing two ERPs and no chart of accounts map.
• IT diligence showing two ERPs and no chart of accounts map never reached the population in management-team retention and key-person map — reopen intake, do not close IP is owned or merely licensed.
• Two facts in management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map conflict for carve-out separation lead; hold this Earnings and Revenue Quality file.

Analysis required

• 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 management-team retention and key-person map.
• Map reps, earnout mechanics, and integration risk a roll-up of three regional service companies would inherit.
• For this M&A Due Diligence Earnings and Revenue Quality file, read management-team retention and key-person map 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 carve-out separation lead.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Earnings and Revenue Quality packet (management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map). Lead with the M&A Due Diligence option management-team retention and key-person map can support after IT diligence showing two ERPs and no chart of accounts map, then the two facts that force it, then the Monday action for carve-out separation lead in a roll-up of three regional service companies.