In a merger, acquisition or outsourcing process, the focus is often on data, infrastructure and security. But software licenses remain an often underestimated source of risk. This can lead to significant financial and legal consequences, which make the transaction or collaboration unnecessarily complex and expensive.

In practice, we regularly see that companies adopt license structures without knowing exactly what they are buying. Are the contract terms transferable? Some software licenses are strictly personal or organization-specific, which limits transfer or even entails additional costs. In addition, you must check whether all audit requirements are met, to avoid unexpected fines or claims.

What happens to volume discounts or support rights after transfer? Discounts that seem attractive at first glance may be lost when contracts are merged or transferred to another entity. Support contracts may also change, meaning you may receive less service or have to calculate higher costs.

In addition, duplicate licenses can arise because suppliers overlap in their contracts. For example, when two companies both have a contract for the same software, but the combined organization only needs one license. These types of inefficiencies reduce the profitability of the merger or acquisition.

In the worst case, you lose the right to use certain software, for example if contract terms change or no longer match the new situation. At the same time, you may still be paying for rights that you no longer need, which leads to unnecessary costs.

A thorough digital due diligence makes these risks visible and manageable. It is essential not only to inventory which licenses exist, but also to gain insight into the underlying contractual terms, rights and obligations. This also includes usage statistics and the compliance status, so that you know whether the current situation is legally and financially sound.

Documenting this information in a shared data room creates transparency and enables targeted actions to be taken during negotiations.

In addition, it often pays to engage a specialized party such as BeSharp Experts who have extensive experience with software license contracts. These experts can better assess risks, identify pitfalls and discover opportunities. For example, by consolidating license portfolios, renegotiating contracts or redesigning the license structure so that it better fits the new organization.

Digital due diligence is therefore not only a risk management tool, but also a strategic instrument to add value to mergers, acquisitions and outsourcing processes.

Are you preparing for a merger, acquisition or outsourcing? Let our experts map and optimize your licensing risks. Contact us today.