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Don’t Allow Software Licensing to Derail Your M&A

Be an advocate for exploring the legal entity structure of your new organization and how it relates to license agreements.

  • Assuming that all parties are compliant in their licensing is a risky proposition. Most organizations are deficient in some manner of licensing. Know where those gaps are before finalizing M&A activity and have a plan in place to mitigate them right away.
  • Vendors will target companies that have undergone recent M&A activity with an audit. Vendors know that the many moving parts of M&A activity often result in license shortfall, and they may look to capitalize during the transition with audit revenue.
  • New organizational structure can offer new licensing opportunities. Take advantage of the increased volume discounting, negotiation leverage, and consolidation opportunities afforded by a merger or acquisition.

Our Advice

Critical Insight

  • To mitigate risks and create accurate cost estimates, create a contingency fund to compensate for unavailability of information.
  • Gathering and analyzing information is an iterative process that is ongoing throughout due diligence. Update your assumptions, risks, and budget as you obtain new information.
  • Communication with the M&A team and business process owners should be constant throughout due diligence. IT integration does not exist in isolation.

Impact and Result

  • CIOs must be part of the conversation during the exploration/due diligence phase before the deal is closed to examine licensing compliance and software costs that could have a direct result on the valuation of the new organization.
  • Both organizations must conduct thorough due diligence (such as internal SAM audits), analyze the information, and define critical assumptions to create a strategy for the resultant IT enterprise.
  • The IT team is involved in integration, synergy realization, and cost considerations that the business often does not consider or take into account with respect to IT. License transfer, assignability, use, and geographic rights all come into play and can be overlooked.

Don’t Allow Software Licensing to Derail Your M&A Research & Tools

Start here – read the Executive Brief

Read our concise Executive Brief to find out why you shouldn’t allow software licensing to derail your M&A deal, review Info-Tech’s methodology, and understand the four ways we can support you in completing this project.

1. Understand the M&A process with respect to software licensing

Grasp the key pain points of software licensing and the effects it has on an M&A. Review the benefits of early IT involvement and identify IT’s capabilities.

2. Perform due diligence

Understand the various steps and process when conducting due diligence. Request information and assess risks, make assumptions, and budget costs.

3. Prepare for integration

Take a deeper dive into the application portfolios and vendor contracts of both organizations. Review integration strategies and design the end-state of the resultant organization.

4. Execute on the integration plan

Review initiatives being undertaken to ensure successful integration execution. Discuss long-term goals and how to communicate with vendors to avoid licensing audits.

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About Info-Tech

Info-Tech Research Group is the world’s fastest-growing information technology research and advisory company, proudly serving over 30,000 IT professionals.

We produce unbiased and highly relevant research to help CIOs and IT leaders make strategic, timely, and well-informed decisions. We partner closely with IT teams to provide everything they need, from actionable tools to analyst guidance, ensuring they deliver measurable results for their organizations.

What Is a Blueprint?

A blueprint is designed to be a roadmap, containing a methodology and the tools and templates you need to solve your IT problems.

Each blueprint can be accompanied by a Guided Implementation that provides you access to our world-class analysts to help you get through the project.

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Get the help you need in this 4-phase advisory process. You'll receive 10 touchpoints with our researchers, all included in your membership.

Guided Implementation 1: M&A Overview
  • Call 1: Introduce project steps and assess member fit
  • Call 2: Gain executive buy-in for IT involvement in M&A due diligence

Guided Implementation 2: Due Diligence
  • Call 1: Determine the current state of the acquiring and target organization
  • Call 2: Reconcile existing license agreements to determine potential benefits, obstacles, and M&A synergy plan variance

Guided Implementation 3: Pre-Integration
  • Call 1: Determine the current state of each IT domain in the target organization
  • Call 2: Determine current state of each IT domain in acquiring organization
  • Call 3: Design the technology end-state of each IT domain

Guided Implementation 4: Integration
  • Call 1: Build an action plan to deliver operational imperatives and quick wins
  • Call 2: Build initiatives to close gaps and redundancies between the end-state and current state
  • Call 3: Execute on roadmap


Scott Bickley

Aadil Nanji


  • Filip Lauwereys, SAM Consultant at ASIST
  • Eric Chiu, Director at Fisher IT Asset Consulting
  • Rory Canavan, SAM Consultant, SAM Charter
  • Kristopher Wong, RAPA Consulting Corporation
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