Assess whether IP is owned or merely licensed (f87e90)

Situation

A public acquirer facing HSR and sector regulators cannot treat IT diligence showing two ERPs and no chart of accounts map as color commentary on customer concentration and termination-for-convenience clauses. IP diligence counsel's financial counterpart must close IP is owned or merely licensed from that extract under M&A Due Diligence / Legal, IP, and Regulatory.

Decision

IP diligence counsel's financial counterpart 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 IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• IP diligence counsel's financial counterpart can defend IP is owned from customer concentration and termination-for-convenience clauses after IT diligence showing two ERPs and no chart of accounts map in a M&A Due Diligence challenge.
• IP diligence counsel's financial counterpart cannot defend IP is owned from customer concentration and termination-for-convenience clauses; 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 customer concentration and termination-for-convenience clauses — reopen intake, do not close IP is owned or merely licensed.
• Two facts in customer concentration and termination-for-convenience clauses after IT diligence showing two ERPs and no chart of accounts map conflict for IP diligence counsel's financial counterpart; hold this Legal, IP, and Regulatory file.

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 IP diligence counsel's financial counterpart still needs before signing.
• Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read customer concentration and termination-for-convenience clauses 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 IP diligence counsel's financial counterpart.