Assess whether IP is owned or merely licensed after an earnout based on

Situation

Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure has one working extract — management-team retention and key-person map — after an earnout based on 'adjusted EBITDA' with no dictionary. If management-team retention and key-person map cannot support IP is owned or merely licensed, the honest M&A Due Diligence output is hold.

Decision

Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure must choose IP is owned / Merely licensed using management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary.

Hypotheses to test

• Authorize IP is owned now; management-team retention and key-person map already has the discriminator after an earnout based on 'adjusted EBITDA' with no dictionary.
• Keep Merely licensed in force until management-team retention and key-person map is completed after an earnout based on 'adjusted EBITDA' with no dictionary for customer-contract risk reviewer.
• Treat management-team retention and key-person map as IP is owned because both readings appear after an earnout based on 'adjusted EBITDA' with no dictionary.
• Refuse a M&A Due Diligence close: customer-contract risk reviewer does not have the page IP is owned or merely licensed turns on in management-team retention and key-person map.

Analysis required

• Test whether an earnout based on 'adjusted EBITDA' with no dictionary 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 cross-border deal with earnout-heavy structure would inherit.
• For this M&A Due Diligence Earnings and Revenue Quality file, read management-team retention and key-person map against an earnout based on 'adjusted EBITDA' with no dictionary 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 / Earnings and Revenue Quality packet (management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Earnings and Revenue Quality action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.