Chapter 8. Pre- and Post-Acquisition Remediation

By this point, the acquirer should have a clear understanding of how the target company uses and manages open source software, and how successfully it has met its open source license obligations. The acquirer and the target need to negotiate remediation for open source compliance issues based on this information. If issues are found in the audit, there are a few options for resolving them as part of the ongoing transaction. The first option is simply to remove the problematic code. If the open source software only plays a supplementary role to proprietary code, it can be removed entirely. Another option is to design around the problematic component, or to rewrite the code using cleanroom techniques.

If that area of code is essential or has already been distributed, the only remaining option is to bring the code into compliance. The cost of each option can be used when valuing the target. Whichever option is chosen, it is important to identify the individuals who were involved in introducing the open source code and involve them in the remediation work. They may have additional documentation or knowledge useful for resolving the issue.