Assess whether IP is owned or merely licensed (bbc588)
August 31, 2026 · SmartSolo
Situation
The desk packet is carve-out stranded-cost model after a founder who will not sign a non-compete. Integration-risk PMO in a health-system acquiring a specialty practice has to name IP is owned or Merely licensed for this M&A Due Diligence Separation and Integration file.
Decision
Integration-risk PMO in a health-system acquiring a specialty practice must choose IP is owned / Merely licensed using carve-out stranded-cost model after a founder who will not sign a non-compete.
Hypotheses to test
- Carve-out stranded-cost model reads as IP is owned once a founder who will not sign a non-compete is lined up to the same M&A Due Diligence population.
- Carve-out stranded-cost model is closer to Merely licensed after a founder who will not sign a non-compete; IP is owned would over-claim this Separation and Integration extract.
- A dual reading is still live in carve-out stranded-cost model for integration-risk PMO in a health-system acquiring a specialty practice.
- Carve-out stranded-cost model is missing the fact integration-risk PMO needs after a founder who will not sign a non-compete; stop this M&A Due Diligence close.
Analysis required
- Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
- Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to IP is owned or merely licensed.
- Name the document integration-risk PMO still needs before signing.
- For this M&A Due Diligence Separation and Integration file, read carve-out stranded-cost model against a founder who will not sign a non-compete and write the one fact that would move IP is owned or merely licensed for integration-risk PMO.
Recommendation
Choose IP is owned / Merely licensed on this M&A Due Diligence / Separation and Integration packet (carve-out stranded-cost model after a founder who will not sign a non-compete). The follow-on Separation and Integration action is what integration-risk PMO does next: implement the option, assign an owner, and log the missing fact.
Command returns
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