We map and quantify the licensing and audit exposure inside a deal. No publisher or reseller affiliation. Paid only by the acquirer.
We are an independent software M&A advisory firm, founded by Fredrik Filipsson and Morten Andersen, who each bring more than 20 years in enterprise software licensing and audit defense. We are buyer side, paid only by the acquirer, and focused on one thing: the licensing and audit exposure inside a deal.
Most parties at a software negotiation are paid to sell you something. Resellers earn margin on licenses. Publishers earn on true ups and renewals. An independent software M&A advisory firm earns none of that. We hold no affiliation with any software publisher or reseller, we never resell licenses, and we are compensated only by you, the acquirer. That structure is the whole point. When a vendor audit lands after close, our analysis is built to defend your position and no one else.
We exist because the most expensive surprises in a software estate are the ones nobody was assigned to measure. Legal reviews assignability. The accountants review the financials. A scanner reviews open source. The deployed usage against entitlement for the publishers that drive audit risk is the one number that falls between those workstreams, and it is the one we own.
We do not duplicate the rest of the team. We sit alongside it and fill the gap. The output is written for the investment committee: a defensible exposure number with its assumptions stated, and the options to price it into the deal, hold it in escrow, or cover it by warranty and indemnity. Most engagements begin before signing and continue through the first 100 days after close, so the context carries from one stage to the next.
| Workstream | Owner | Scope boundary |
|---|---|---|
| Legal diligence | Your counsel | Assignability, consents, contract interpretation |
| Financial diligence | Reporting accountants | Quality of earnings, working capital |
| Code diligence | Scanning vendor | Open source and security |
| Software licensing exposure | Independent advisor | Usage against entitlement, audit risk |
Our voice is plain and commercial. We are advisors who have found eight figure exposures that standard due diligence missed, and we write findings the way a deal team needs to read them. We provide commercial and licensing advisory, not legal advice, and we recommend you engage your own counsel for legal interpretation of any clause or claim.
See how this plays out in our software M&A case studies, learn the method in the software due diligence guide, or read more on why buyer side independence matters.
The firm is led by two practitioners who have spent their careers inside software licensing, not selling it. Between them they have worked Oracle, SAP, Microsoft, IBM and SaaS positions through acquisitions, carve-outs, transition service agreements and post-close reconciliation. You work with them directly, not a junior team.
Fredrik has spent two decades in enterprise software licensing and audit defense, advising acquirers and licensees on how Oracle, SAP, Microsoft and IBM exposure shows up inside a deal and how to price, paper and remediate it. He writes extensively on software risk in M&A.
Full profile →·LinkedIn →Morten brings twenty years in software asset management and licensing advisory, focused on quantifying deployed-versus-entitled exposure for deal teams and on separating shared software estates cleanly through carve-outs and TSA exits.
Full profile →·LinkedIn →Tell us about the deal. We respond within one business day with a scoped, confidential engagement.
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