The Problem No One Checks Until After Close
Your client’s deal team scrubs the financials. They review the contracts. They assess the assets. But almost nobody evaluates the target’s Microsoft licensing position at the seat level.
That gap is expensive. And it hits after close.
Microsoft’s audit right is built into the contract.
Microsoft Enterprise Agreements and SPLA contracts include a verification clause that gives Microsoft the right to audit the software environment. The number one trigger for that audit? A change-of-control event. Your client’s acquisition.
When the audit happens post-close, every licensing gap the seller had becomes the buyer’s liability. Not the seller’s. The buyer’s.
We’ve seen the size of this problem.
We’ve seen mid-market deals carry anywhere from five hundred thousand to five million dollars in hidden Microsoft licensing exposure. Back-royalties, penalties, emergency true-ups — none of it in the model, none of it in the reps, none of it in anyone’s diligence scope.
This Isn’t a Diligence Failure. It’s a Diligence Gap.
Financial audits don’t count software seats. Legal reviews don’t parse Enterprise Agreement audit clauses. IT assessments — if they happen at all — check servers, not license entitlements.
Nobody on the deal team is doing this wrong. They’re just not doing this at all.
Mid-market deals are especially exposed because they don’t have dedicated compliance teams catching these issues internally. The attorneys advising these deals are smart, thorough, and aware of what they don’t know. Microsoft licensing just isn’t part of any standard diligence playbook. That’s the gap Altaris fills.
What a Pre-Close Licensing Assessment Looks Like
We run the same process Microsoft’s own auditors use — because we used to be them.
Scoping.
We map the target’s Microsoft environment — what agreements are in place, what products are deployed, what infrastructure they’re running on.
Data collection.
We deploy the same scanning tools Microsoft uses to capture what’s actually installed and active across the target’s environment.
Analysis.
We reconcile deployed software against purchased entitlements, seat by seat, core by core. We find the gaps standard diligence misses.
Recommendations.
We quantify the exposure and present it in business terms — what the liability is, what it costs to remediate, and how to use it as a negotiating lever before close.
Why Altaris
Seventeen years of Microsoft licensing and compliance expertise. Over a thousand audits. Our team includes former Microsoft auditors, licensing specialists, and contract professionals who have been on both sides of the table.
We’ve done this work inside Microsoft. We know how they build their audit case. We know where the real leverage sits. And we bring that knowledge to the buy side of the deal, where it protects your client instead of costing them.
We specialize in SPLA hosters, Enterprise Agreement environments, and hybrid cloud deployments — the three areas where licensing exposure is highest and hardest to find without specialized tools.
What Our Clients Walk Away With
Every engagement ends the same way: a number your client can actually use. Here’s what that number buys them.
Built for the Deals Where Nobody Else Is Watching
If you’re a mid-market M&A attorney advising on an acquisition, an in-house counsel at a company doing a bolt-on, or a deal advisor working without a dedicated compliance team behind you — this is what we built for.
Large firms have internal processes for this. They’ve been burned before and built the muscle. We bring that same capability to the mid-market deals where the pain is real, the knowledge gap is massive, and nobody else is serving this need with specialized Microsoft licensing expertise.
Don’t let the biggest liability in your client’s deal be the one nobody checked.
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