How to manage licenses during company restructuring? – Part 2 – IPR-Insights License Consulting

How to manage licenses during company restructuring? – Part 2

Implementing the transformation: focus on licenses

Reorganizations are slowly becoming commonplace in the life of the company (groups), be they transformations of a smaller or larger volume. If these also affect the legal personality of the company, including separation, spin-off, merger, and amalgamation, we must also deal separately with the licensed assets within the assets of the company. In the event of a change of ownership (such as a company acquisition), we must proceed with similar caution, whether it is a group of companies, either in the previous or in the new group.

In the previous part of our article series, we examined what transformations could be involved and looked at, and what determines the licensee. In this section, we deal with the operational part of the restructuring process: how we can define license assets and how to manage records and documents related to licenses.

Records – but are they adequate?

Various records form a list of a company’s assets. In the case of restructuring, we usually use these records, taking into account the assets included in them.

Concerning licenses, several registers may co-exist due to different legal obligations. On the one hand, there is a legal, accounting obligation for the company to record its property rights in the books, and on the other hand, most vendors require the registration of licenses – and use – as a contractual obligation. Unfortunately, accounting records alone are not suitable for the latter, so in many cases, there is at least one more record that is technical. In the case of two or more registries, there is a high probability that these registers are different, contain different numbers and types of licenses. One reason for this is the purpose of the register. In the case of a more technical record, it is advisable to track the actual rights (for example, if a purchased license allows the use of more than one software), as these financial records do not include all usable software products as separate items. Actual rights may also depend on the number of licenses (for example, we have purchased one license but it permits us to use a second copy on a secondary tool) or the payment for maintenance, which we should also not forget. Another reason for the discrepancy may be the possibility of an error due to our processes or administration. There are several cases where a license is acquired and paid – so it is entered in the financial records – but the related documentation does not reach the person or department responsible for managing the licenses, or a license other than the acquired license may be recorded in one of the registers.

In this case, the decision point is which register to use, as only the licenses that we have expressly provided for, can be transferred free of charge to the relevant legal entity upon the restructuring of the company. Subsequent adjustment after the transformation of the company, movement of assets between separate companies is only possible for a fee. In many cases, such transactions are restricted by software vendors or subject to their consent according to license agreements. It can happen that the vendor will not give consent, so a new license may be required to avoid disputes. It is possible to purchase second-hand software without the vendor’s consent, but in these cases, it is questionable whether the vendor will pass these changes on its own records or be obliged to provide support for the licenses concerned.

For our records to be updated before restructuring, it is advisable to compare the changes on a quarterly or semi-annual basis and the entire records annually, to clarify the reason for the discrepancies, and to correct them if necessary.

Documentation handling

The proper management of license documents is closely related to records and the movement of licenses between companies in line with restructuring. To prove our entitlements under the licenses, we must have some kind of document of license value: a registered license certificate or a contract with the vendor – failing that, we must have at least proper proof (usually an invoice issued by the vendor) that we have actually purchased the license. Both at the time of purchase and at the time of company restructuring, it is worth examining, especially in the absence of an appropriate vendor’s certificate (i.e. a license certificate or a contract with the vendor) the source of the purchase (from the vendor itself or from a distributor who can prove that it is entitled to sell the license in question).

Documents with a license value must be placed in the license warehouse of the appropriate company during the company transformation to be able to verify the legitimacy of the use of the software during a possible audit. During several transformations, documents reflecting the fact of the restructuring and the change of entity should also be treated together with the license documentation, especially if the vendor has not been previously notified of the change of entity.

In case of second-hand software purchase or adjustment after transition, we have to prove from the purchase of the license to the current status, that all members of the ownership chain have legally used and transferred the license; and that the licensed copy of the software has not been used by the previous licensee. To prove this, in addition to handing over the complete documentation, it is worth obtaining a statement from the previous licensee that he no longer uses the specific copy of the software included in the license, he has transferred the use to the new licensee, otherwise, the previous licensee must bear the consequences. This statement also has to be stored appropriately, along with the software documentation.

If we know that the vendor keeps a record of those entitled to use the software and the licenses sold to them, it is advisable to notify the vendor of any change in the person of the holder at the time of restructuring and transfer, using the appropriate form, if available. In addition, some vendors may require notification if the licensee changes during restructuring. The exact process of notification is usually included in the license agreement.

In the next part of the article series, we will deal with the management of subscriptions and maintenance contracts, and we will examine the risks inherent in company restructuring and possible ways to reduce the risk.

The original article was published in Hungarian in

Balázs Repkényi

Repkényi Balázs

As an Oracle licensing expert, he has been helping our clients in opposing software vendor audits and coping with the particular challenges of Oracle software asset management for more than 10 years and on five continents. As an instructor at the IPR-Insights LicenseAcademy and the Advanced Oracle LicenseAcademy, he also supports our clients’ software asset management community in maintaining compliance and reducing risk. Previously, he worked for Oracle and the Arrow ECS Oracle distribution team.

László Fábián

Fábián László, CMO

He strives to direct the communications and marketing of IPR-Insights purposefully, backed by several years' multisectoral professional experience. Earlier, he solved similar tasks at local software developer, systems integrator, and multinational printing solutions provider companies. He began his career at the company pioneering not only in new technologies but also in active (some say hyperactive) use of marketing. His diploma from the College for Foreign Trade and an MBA from the University of Pittsburgh provided a solid base for all these. In his free time, he fulfills his enthusiasm for chess and Lake Balaton - his wife and two daughters share more in his latter passion.

Attila Posta

Posta Attila

Attila joined IPR-Insights in 2018 bringing SAP knowledge and experience to establish SAP software license management division at IPR-Insights, building service portfolio and developing business in Hungary and Poland. He has a degree in Economics at MBA level and one Master of Arts degree in Literature and social sciences. Attila has always worked for multinational companies, amongst them, SAP where he spent four years in the software sales division and three years in the consulting division gaining extensive experience in SAP software, projects, and services. As a father of two young boys, the focus is on the family. In his free time, he likes mountain climbing, hiking, and various water sports.

Dr. Ágnes Kádár

She joined the IPR-Insights legal team as a licensing consultant in May 2021. She studied law at the University of Debrecen, and then completed a specialization in info-communication law at the University of Pécs. In her work, she has always sought the common ground of law and the practical application of innovative technological solutions in a local and global context as well. She gained her professional experience in in-house and law firm environments, mainly in the fields of data protection and IT law. All these facilitate a complex approach in handling issues concerned. She enjoys spending her free time actively: hiking, skiing. She follows the recent regulatory developments relative to various innovative technological solutions, and fulfills her enthusiasm for visual arts

Anett Piringer

As a career starter, she accidentally got caught up in the world of IT, where she still tries to satisfy her immense thirst for knowledge. She has more than 10 years of professional experience in logistics, licensing and sales at one of Hungary's leading IT distributors. She joined the IPR-Insights team in May 2021. A perpetual mover, curious and always looking for a challenge, she likes spending her free time hiking, rafting, via ferrata tours and is a great nature and animal lover as well. Her artistic side is expressed in music and photography In her free time, she relaxes actively. How? Hiking in the beautiful Hungarian forests and hills, but also tripping around the globe to experience nature?s attractions.

Dr. Dániel Rogányi

dr. Rogányi Dániel

He studied law at the Universities of Pécs and Cologne, and subsequently, enriched his skills with public procurement and financial studies. He got involved with the magical world of software licenses at IBM’s international service center, and this love has not ended. He is thorough and reliable, trying to find the most appropriate responses to all questions of customers. He specializes in IBM software licensing, software law issues, and software vendor audits. In his free time, he is active in sports, hikes, and monitors the developments of the global capital markets, and the novelties of literary and theatrical life.

Judit Cservenka

Cservenka Judit

Judit started working at IPR-Insights applying her knowledge gained in small and large enterprises. She understands Hungarian information technology market, where she has been working for fifteen years. She graduated as an economist but from a young age, she has been captivated by computers, so she uses her skills on hardware and software fields. She likes active hobbies such as hiking, skiing, surfing and mountaineering ? preferably together with her dog.

Orsolya Bock

She is the soul of IPR-Insights and the solver of all our problems. She is qualified HR manager, working on improving our HR system to the contentment of the team and the management. She holds her ear to the ground does it come to tenders. Should she find some convenient for IPR-Insights, she grabs is, mostly with best results. She gathered most of her professional experiences at IT companies, which makes her a good supplement to the team in projects too. She likes to party, and she?s also very good in organizing them ? which we all esteem.

Szilárd Pap

Pap Szilárd

He graduated in IT engineering and gained most of his experience as a project manager with various enterprises by implementing and operating IT infrastructure and applications. He has a wide range of software and hardware knowledge, spiced with a number of Dell Certified System Expert and Microsoft Certified Professional exams. As Infrastructure Consulting Director of IPR-Insights, he plays a key role in the implementation of SAM-Insights asset management system, and in addition to this, he also performs continuous high-quality technical support to our customers.

Andrea Kovács

Kovács Andrea

She joined IPR Insights as a licensing consultant in August 2019. She graduated at ELTE as a lawyer, but she also studied a semester at Masaryk University with an Erasmus scholarship - focusing on IT, so it was obvious that she would like to work in this field right after graduation. In her free time, she does research on social media regulation as part of her PhD dissertation.

Zoltán Berecz

Berecz Zoltán

He is the engine of IPR-Insights sales. With his arrival in 2010, we could open also to the medium size companies, since previously, Zoli has been working particularly for this sector at one of the world's biggest software vendors, first as a telesales professional, later as a key account manager. He does really know, what kind of difficulties our clients are facing in software asset management, so there's no wonder that he has joined a company that can deliver real solutions for these challenges. Zoltan is a man of words, by good fortune, he is enhancing this talent at IPR-Insights. At home, his wife and his little daughters are the speakers.

Monika Chojnowska

Monika graduated from the Faculty of Philosophy at Cardinal Stefan Wyszynski University in Warsaw. For over eight years, she gained experience in the IT industry, first working for one of the largest integrators in the Polish market, then later, in the leading international company engaged in software resale. At IPR-Insights, she works as License Consultant, supporting clients in solving complicated licensing problems. Her skills gained at Polish market in licensing and SAM are acknowledged in certificates confirmed by one of the leading software producers.

Jakub Panas

Kuba began his professional career as IT specialist in a small trading company. Then he joined a governmental organization dealing in public health, where he acted as: business analyst, Project Manager, public tender specialist, administrator of databases, Windows and Active Directory. Also he was the Polish delegate to the respective European public agency. After 10 years, he felt he should look for a job with a bit tighter and more focused scope. When getting the proposal of IPR-Insights Poland, he instantly realized that it could be the right place for him. Since then, he is an acknowledged consultant of our Polish team. He is a real acting architect afternoons, too: he loves building new Lego constructions together with his sons.

Ádám Nyuzó

Nyuzó Ádám

The leader of the software developer team of IPR-Insights, manager and active participant of solving any software development issue arising in our work. In addition to coordinating the development activities, he also supports our software asset management projects by his corporate infrastructure management experience. He props his younger colleagues, not just with acts, but through his classical didactical way (?I know YOU can do it??). On his own admission, he is the Miyamoto Musashi of IT. As his Master, he has a much diversified interest: reading, tuning his car, building his house, raising his children. But you have to know, he is not perfect: he can be better at glacier skiing, bell founding and in quantum mechanics.

Janusz Krzyczkowski

Janusz Krzyczkowski

Master of Business Administration holder from Leon Koźmiński?s Academy. Graduate from Mathematics and Information Technology Department, Nicolaus Copernicus University in Toruń as well as from Physics Faculty at the Warsaw University. He was responsible for sales and license policy of the largest software vendor. He specialized in their software at several local and regional partner companies. At present, he holds position of General Manager at IPR-Insights, where he deals with sales of Software Asset Management solutions. Certified Software Asset Management Consultant as well as Auditor within Software Management and Licensing Procedures. Software Asset Management is not only his profession, but also ? passion.

Octavian Filip

Octavian Filip

Law graduate and long-distance runner, our alliances and international sales manager has over a decade of experience in licensing software and licensing agreements with large and enterprise size companies in Europe, both from the perspective of working for the largest software vendor but also for key international partners of the software vendors. He considers the position of a SAM services provider to best fitting as an independent player, as it allows for the act to be totally objective and for the results to be used as seen best fit by the beneficiary. It also allows us to work with any IT services company, even if SAM providers themselves.

Zsolt Csala

Csala Zsolt

He is leading the operations of IPR-Insights within Hungary. He aspires to pass on his widespread IT consultancy, project management, and software asset management experience to the consultants of IPR-Insights while assisting their further professional development and expansion. Not only does he hold CISA and ITIL qualifications he is also a notable Excel guru within IPR-Insights. In his free time, he tries to organize family programs that his maturing children can still be persuaded of, or he enjoys running and playing chess. He finds new challenges regularly, that require contemplation, like the Rubik's Cube speedsolving methods or bot programming in new languages.

Orsolya Czap

Czap Orsolya

Orsi joined the IPR-Insights team in September 2019, with 23 years of work experience at different types of IT trading companies. She is experienced in retail, system integration, and also distribution in the IT world. She worked always in relation to software brands, especially in the sales and licensing roles of Microsoft's small and midmarket segment. After work, she provides excellent advice to her 2 children and her husband and goes to a Gymstick workout for exercise, which she hasn't been able to get tired of for many years now.

Gábor Hédai

Gábor joined the IPR-Insights team in the autumn of 2020. In terms of his career, he took an adventurous journey in the last couple of years. He has gained experience in banking, commercial, and energy environment. He learned the basics of asset management at an international bank referred to as the alma mater, where he did the ITIL exam successfully. After that, the world opened up to him and all his time was tied to the discovery of the United States. His love of music led him to a commercial direction, where he perfected his management skills. His curiosity about IT tools was aroused again by Steve Jobs’ book, causing him to find himself in a large corporate environment, again. The digital transformation started from the hardware field that he (also) managed. The double tender and the IT project planning followed by implementation gave him the lesson thoroughly. As a bird resurrected from its ashes, he just like the Phoenix continues his journey with fresh energies at IPR-Insights. He enjoys spending his free time with his little daughter. His hobby is browsing, actively interested in astronomy, and the electrical revolution. He is spinning up if music around and slows down while doing the cooking.

György Hidasi

Hidasi György

He gained his wide-scale knowledge as system administrator and desktop supporter throughout various small-, medium- and large enterprises, including a software company, oil company, beer brewery and even a commercial television. At IPR-Insights, he deals with infrastructure and software identification related questions, and with technical support of our customers as well. Upon his arrival, the IPR-Insights band also enriched with a new enthusiastic member.

Gábor Kovács

Gábor joined the IPR-Insights team in the summer of 2017. He graduated as a sociologist and cameraman. By a sudden impulse, he jumped into the fantastic world of information technology and has not regretted it. He has been working in the field of Microsoft software for ten years. He picked up the basics of software licensing in Brno in the Czech Republic, and after he moved back home, he gained practice in the IT aspects of the SME sector not just from the licensing perspective but also from the sales perspective. Later, he got interested in cloud services and he presented the advantages of the world of cloud to IT specialists and decision-makers. Gábor has worked for one of the biggest Hungarian distributors for several years where he managed cloud products and services. He tries to spend every minute of his free time with his children. Besides, he likes running (persistent new beginner), beer testing, and brewing are amongst his hobbies (with strict quantity restrictions), and he is an enthusiastic vinyl (in English: record) collector.

Péter Princzesz

He gained his experience as a systems engineer in IT infrastructure operation, development, application server operation and similar projects at medium and large enterprises. He has diverse hardware and software experience, and several Microsoft Certified Solutions Expert, Microsoft Certified IT Professional Enterprise certifications. At IPR-Insights, he is engaged in SAM-Insights software inventory implementation projects, provides technical support for SAM-Insights users, and operates the internal infrastructure. In his remaining time, he is ready to help his colleagues in anything else. Raising his twin girls takes the most of his free time, furthermore, he enjoys roaming the world of computer games, or reading fantasy books. Also, he is a big fan of series.

Dávid Gottstein

Gottstein Dávid

Dávid joined the developer team of IPR-Insights after he gained experiences in international and Hungarian companies as software developer and system administrator. His degree in electrical engineering in telecommunication and computer sciences enable him to become an expert of databases and business logic implementation. Database programming, server or client side programming are all solvable challenges for him. When he doesn?t deal with fine tuning the software asset management tools of IPR-Insights he looks for tasks in family circle.

Richárd Bősz

Bősz Richárd

Richárd joined the identification team with a wide variety of IT knowledge and great enthusiasm in 2020. He has several Cisco CCNA certifications and experience in Microsoft client and server management and system administration. In his free time, he likes cycling, tinkering with almost anything with competent confidence and he also likes playing computer and mobile games.

Attila Hatvani

Hatvani Attila

By profession, he is computer mechanic and maintainer. After working for smaller companies as data recorder, Attila joined IPR-Insights team, where he learned the basics of software identification and registration. Over the past few years, he became an experienced identification expert. His hobby is modelling, be it by land, sea or air, he assembles any type of models, and controls them with confidence.

Balázs Ács

Ács Balázs

There cannot be a lot of software products around the world, which he doesn't know by head. He's extremely fast in recognizing new products, which is a needed value facing the challenges software producers prepare. His original profession is a media developer, that helps him in his current job, but is also a great hobby.

Tibor Vincze-Berecz

Tibor has been active in the IT market for 15 years, by profession, he is an IT statistician and economic planner. First, he worked as a sales manager and partner manager for IT retailers, then, as an IT outsourcing consultant for seven years. He considered the continuous development of his software asset management and vendor licensing skills important from the very beginning. He strives to support the IPR-Insights team as a licensing consultant making use of his experience gained. He specializes in the licensing backgrounds of Microsoft, Red Hat, and VMware. As a sport, he pursues running and functional training. He likes hiking, especially in the mountains, and he also likes longer, multi-day bicycle tours.

Zsófia Csabay

Csabay Zsófia

After completing her international relations and Turkish studies at Eötvös Loránd University, she gained experiences in public administration and continued to build on her background in multisectoral medium size and multinational companies in international relations consultant and project manager positions. Currently she enriches the sales and marketing team of IPR. Her favorite hobby is dance which is a form of art and sport at the same time.

Alíz Teixeira Juhász

Aliz spent the first 10 years of her career in a multinational environment in the finance area, of which she worked 5 years abroad on an SAP implementation and process harmonization project as a business process expert. She joined the IPR-Insights Group in 2019 as a finance colleague to support the company's international strengthen by her experience gained in a multinational environment. She likes to spend her free time with her family's two-legged and four-legged members and friends. Her favorite leisure activities are reading, putting puzzles together and hiking. In addition, she also works in a volunteer organization that aims to develop disadvantaged children.

Lajos Vitányi

Lajos brings valuable knowledge into the developer team based on many years professional experience. Earlier, he participated in designing and developing databases, and he also worked on projects to facilitate the web communication of databases. He also has expertise in developing web services and windows applications. Throughout his career, he was not only responsible for developing applications on demand, but he was also involved in planning and specification tasks. He likes playing football with his friends in his free time.

Vivien Gál

Gál Vivien

As a fresh graduate, she tried herself in several different fields and positions when she happened upon the role of office assistant, with which she luckily fell in love with soon after. In close cooperation with Orsi, she ensures the smooth day to day operations of the office, and helps out her colleagues with all the minuscule problems of the workplace. Outside the office, she has a vivid social life, and simply adores post-it notes!

Dr. Telek Eszter

Mindent tud a szoftver szerzői jogról és a licencekről, még olyanokat is, amit maga a szoftver gyártója sem. A munkában szerzett tapasztalatait folyamatos tanulási, kutatási mániájával igyekszik bővíteni; rendszeresen publikál, illetve előadásokat tart szoftverjogi és az infokommunikációs jogterületet érintő egyéb kérdésekről. A Pécsi Tudományegyetemen szerzett infokommunikációs szakjogász diplomája megszerzését követően PhD kutatást kezdett az ELTE Jogi Karán, ahol a nyílt forráskódú szoftverekkel és a szerzői művek közkincsbe bocsátásával foglakozik. Szabadidejében lehetőség szerint sokfelé utazik (ennek érdekében igyekszik tökélyre fejleszteni a törvényes szabadnapok felhasználásának módozatait), emellett szívesen olvas, jár színházba, moziba, és - kollégái nyomása ellenére - igyekszik ellenállni a Star Wars és Indiana Jones filmek maratonszerű megtekintésének.

András Balczer

Balczer András

András joined IPR-Insights team in the spring of 2018, earlier, he worked as database analyst at a market leader media company. He was infected with the world of IT already during his high school years. Since then, with minor or major interruptions, he has been involved in programming and database design. He is also familiar with data visualization and BI issues. His favorite out of office relax activities are cycling, and peaceful fishing.

Nándor Sipos

Sipos Nándor

Nándor joined the IPR-Insights team at the end of 2018. As an infrastructure consultant, he plays important role in the implementation projects of the SAM-Insights software registry system, provides technical support for recent customers and the internal infrastructure. During his previous career, he gained experience in product support, web development, and service management business fields. He graduated from the University of Debrecen as a programmer mathematician and gained Microsoft Certified Systems Administrator, Microsoft Certified Professional Developer, and ITIL Intermediate certifications. In his free time, he enjoys hiking, running, cycling, skiing, and ball games such as basketball, squash, football, and table tennis are close to his heart.

Zoltán Tamás Tóth

Tóth Zoltán Tamás

Zoli joined our team in the beginning of 2019. He started his IT career as an enthusiastic pioneer working on a ZX-81 PC borrowed from the local factory for the weekend. In the 28 years in between, he gained experience working on multiple IT projects in both the public and private sector. Zoli participated as a developer, consultant, and project leader in many projects. He speaks the language of database systems at conversation level, yet he is confident with backend development as well. From a young age he was interested in making movies and digital video editing very much that he was only able to pursue in his free time. He is very proud of his pre-youtube pirate video called "Barkas vs. Barkas" which he won an award for with his friends in 1998. He spends his spare time with his family, he is fond of American cars. His hobby is preparing exotic food. And when not exercising all these, he reads legal literature.

Péter Gyulai

Gyulai Péter

Peter worked for 15 years at multinational companies in various IT-related positions. He has several Microsoft (client and server-side), Cisco CCNA, Prince2 and ITIL intermediate certificates. In his role as an infrastructure consultant at IPR-Insights, he takes part in implementation projects of the SAM-Insights software inventory system, and provides technical support to our customers, while also being involved in the maintenance of our internal IT infrastructure. He spends most of his free time with his wife and three children. He likes going to the theater, going on excursions and playing football with his friends.

Sándor Zsoldos

Zsoldos Sándor

He is one of the founders of IPR-Insights. Working for the biggest software producer in the world, he figured that the modern version of the old phrase saying "set a thief to catch a thief" is "get a thief as a consultant to catch a thief" (obviously, we would not like to hurt anyone's feelings, we can't help the phrase goes like that - ed.). In his spare time, he does woodworking (at learner level), takes photos (fairly well), or reads books (quite well). He doesn't have more spare time as he's the proud father of three beautiful children.