Assess whether IP is owned or merely licensed (89aeeb)

Situation

After a customer who just sent a non-renewal, customer concentration and termination-for-convenience clauses is what commercial-diligence partner can touch in a public acquirer facing HSR and sector regulators. M&A Due Diligence will live with IP is owned versus Merely licensed on this Separation and Integration file.

Decision

Commercial-diligence partner in a public acquirer facing HSR and sector regulators must choose IP is owned / Merely licensed using customer concentration and termination-for-convenience clauses after a customer who just sent a non-renewal.

Hypotheses to test

• Customer concentration and termination-for-convenience clauses reads as IP is owned once a customer who just sent a non-renewal is lined up to the same M&A Due Diligence population.
• Customer concentration and termination-for-convenience clauses is closer to Merely licensed after a customer who just sent a non-renewal; IP is owned would over-claim this Separation and Integration extract.
• A dual reading is still live in customer concentration and termination-for-convenience clauses for commercial-diligence partner in a public acquirer facing HSR and sector regulators.
• Customer concentration and termination-for-convenience clauses is missing the fact commercial-diligence partner needs after a customer who just sent a non-renewal; stop this M&A Due Diligence close.

Analysis required

• Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to IP is owned or merely licensed.
• Name the document commercial-diligence partner still needs before signing.
• Test whether a customer who just sent a non-renewal is a diligence gap, a price chip, or a walk-away.
• For this M&A Due Diligence Separation and Integration file, read customer concentration and termination-for-convenience clauses against a customer who just sent a non-renewal 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 / Separation and Integration packet (customer concentration and termination-for-convenience clauses after a customer who just sent a non-renewal). The follow-on Separation and Integration action is what commercial-diligence partner does next: implement the option, assign an owner, and log the missing fact.