Software licensing is where acquisitions get expensive after the deal closes. Due diligence, integration and divestiture, across Oracle, SAP and Microsoft.
Electrolux has engaged Redress Compliance for software licensing advisory across its mergers and acquisitions activity, covering Oracle, SAP, Microsoft and the wider enterprise estate.
Software licensing is one of the least examined liabilities in a transaction and one of the most expensive to discover late. Licences are rarely transferable by default, and the assumption that they travel with the business is wrong more often than it is right.
The engagement covers all three phases: due diligence before a deal, integration after it, and divestiture when a business is sold.
The brief is to make licensing a known quantity at each stage of a transaction rather than a discovery made during the first post close renewal.
In diligence that means establishing what the target actually owns, what is transferable, and what will need renegotiating on day one. In integration it means consolidating two estates without triggering audit exposure. In divestiture it means separating entitlement cleanly so neither side inherits a problem.
Three questions decide most transaction licensing outcomes, and all three are answerable before a deal closes.
Divestiture adds a fourth. Separating an estate means splitting entitlement, and vendors are rarely enthusiastic about doing that on the seller's timetable.
Independence. Redress Compliance takes no income from any software vendor, does not resell, does not implement, and holds no partner agreements with the publishers in this estate.
In a transaction that matters more than usual, because the advice has to serve the deal rather than a vendor relationship that continues after it.
The cross vendor spend assessment, transaction due diligence, integration, and divestiture, with the buyer side position at each stage.
Used across more than five hundred enterprise clients. Independent. Buyer side.
Electrolux chose Redress Compliance for the M&A advisory services because the approach anchors the M&A conversation against the actual Electrolux M&A approach rather than the publisher's preferred broad enterprise software M&A trajectory.
500+ enterprise clients. 11 vendor practices. Industry recognized. One conversation can change what you pay for the next three years.
M&A signals, due diligence signals, integration signals, divestiture signals, and the broader cross vendor licensing leverage signals.
Software licensing matters in M&A because most enterprise licenses are not freely transferable and a change of control can trigger audits, repurchase fees, or contract termination. Buyers who skip license diligence inherit hidden compliance exposure. The cost usually surfaces after close, when it is hardest to fix.
License diligence covers the target's license inventory, contractual transfer and change of control terms, open audit exposure, and future commitment obligations. Each major vendor agreement is read for assignment clauses and merger restrictions. The output is a quantified risk and cost picture before the deal closes.
No, most enterprise software licenses do not transfer automatically and many require vendor consent on a change of control. Oracle, SAP, IBM, and Microsoft agreements commonly restrict assignment. Confirm transferability per contract before assuming the target's entitlements carry over.
Buyer side advice represents the customer only and never earns vendor commissions or audit fees. That independence means the recommendation is to cut cost and exposure, not to sell more licenses. Resellers and vendor appointed auditors sit on the other side of the table.
Licensing diligence should start during due diligence, well before signing, so findings can adjust the purchase price or close conditions. Starting after close removes the leverage to allocate risk to the seller. Early review also gives time to plan post merger license consolidation.
