Assess whether IP is owned or merely licensed (94ca7b)

Situation

Related-party revenue that disappears at close arrived with IT diligence showing two ERPs and no chart of accounts map for customer-contract risk reviewer. That is a M&A Due Diligence Separation and Integration decision on IP is owned or merely licensed in a strategic buyer looking at a carve-out from a conglomerate.

Decision

Customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate must choose IP is owned / Merely licensed using related-party revenue that disappears at close after IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• IT diligence showing two ERPs and no chart of accounts map is noise around an already-controlled Separation and Integration process in a strategic buyer looking at a carve-out from a conglomerate, given related-party revenue that disappears at close.
• IT diligence showing two ERPs and no chart of accounts map is the event in related-party revenue that disappears at close that forces IP is owned for customer-contract risk reviewer under M&A Due Diligence.
• Related-party revenue that disappears at close shows a one-file miss after IT diligence showing two ERPs and no chart of accounts map, not a Separation and Integration program failure.
• Related-party revenue that disappears at close cannot decide IP is owned or merely licensed yet after IT diligence showing two ERPs and no chart of accounts map; hold is the only M&A Due Diligence close a strategic buyer looking at a carve-out from a conglomerate can defend.

Analysis required

• Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in related-party revenue that disappears at close to IP is owned or merely licensed.
• Name the document customer-contract risk reviewer still needs before signing.
• For this M&A Due Diligence Separation and Integration file, read related-party revenue that disappears at close 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 customer-contract risk reviewer.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Separation and Integration packet (related-party revenue that disappears at close after IT diligence showing two ERPs and no chart of accounts map). The follow-on Separation and Integration action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.