Whether IP is owned or merely licensed from post-merger systems-integration

Situation

A family-office reviewing a manufacturing target cannot treat a founder who will not sign a non-compete as color commentary on post-merger systems-integration risk register. Commercial-diligence partner must close IP is owned or merely licensed from that extract under M&A Due Diligence / Earnings and Revenue Quality.

Decision

Commercial-diligence partner in a family-office reviewing a manufacturing target must choose IP is owned / Merely licensed using post-merger systems-integration risk register after a founder who will not sign a non-compete.

Hypotheses to test

• A founder who will not sign a non-compete is noise around an already-controlled Earnings and Revenue Quality process in a family-office reviewing a manufacturing target, given post-merger systems-integration risk register.
• A founder who will not sign a non-compete is the event in post-merger systems-integration risk register that forces IP is owned for commercial-diligence partner under M&A Due Diligence.
• Post-merger systems-integration risk register shows a one-file miss after a founder who will not sign a non-compete, not a Earnings and Revenue Quality program failure.
• Post-merger systems-integration risk register cannot decide IP is owned or merely licensed yet after a founder who will not sign a non-compete; hold is the only M&A Due Diligence close a family-office reviewing a manufacturing target can defend.

Analysis required

• Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to IP is owned or merely licensed.
• Name the document commercial-diligence partner still needs before signing.
• Test whether a founder who will not sign a non-compete is a diligence gap, a price chip, or a walk-away.
• For this M&A Due Diligence Earnings and Revenue Quality file, read post-merger systems-integration risk register 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 commercial-diligence partner.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Earnings and Revenue Quality packet (post-merger systems-integration risk register after a founder who will not sign a non-compete). The follow-on Earnings and Revenue Quality action is what commercial-diligence partner does next: implement the option, assign an owner, and log the missing fact.