Assess whether IP is owned or merely licensed (9fde2f)

Situation

QoE add-backs the seller marked 'normalized' arrived with IT diligence showing two ERPs and no chart of accounts map for working-capital true-up analyst. That is a M&A Due Diligence Legal, IP, and Regulatory decision on IP is owned or merely licensed in a strategic buyer looking at a carve-out from a conglomerate.

Decision

Working-capital true-up analyst in a strategic buyer looking at a carve-out from a conglomerate must choose IP is owned / Merely licensed using QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• IT diligence showing two ERPs and no chart of accounts map is noise around an already-controlled Legal, IP, and Regulatory process in a strategic buyer looking at a carve-out from a conglomerate, given QoE add-backs the seller marked 'normalized'.
• IT diligence showing two ERPs and no chart of accounts map is the event in QoE add-backs the seller marked 'normalized' that forces IP is owned for working-capital true-up analyst under M&A Due Diligence.
• QoE add-backs the seller marked 'normalized' shows a one-file miss after IT diligence showing two ERPs and no chart of accounts map, not a Legal, IP, and Regulatory program failure.
• QoE add-backs the seller marked 'normalized' cannot decide IP is owned or merely licensed yet after IT diligence showing two ERPs and no chart of accounts map; hold is the only M&A Due Diligence close a strategic buyer looking at a carve-out from a conglomerate can defend.

Analysis required

• Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to IP is owned or merely licensed.
• Name the document working-capital true-up analyst still needs before signing.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read QoE add-backs the seller marked 'normalized' 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 working-capital true-up analyst.

Recommendation

Choose IP is owned / Merely licensed on this M&A Due Diligence / Legal, IP, and Regulatory packet (QoE add-backs the seller marked 'normalized' after IT diligence showing two ERPs and no chart of accounts map). The follow-on Legal, IP, and Regulatory action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.