Divestitures and the license transferability question.

Entitlements do not travel automatically.

IBM software licenses are granted to a named Passport Advantage account, not to a workload or a server. When a divestiture moves the workload to a new legal entity, the entitlement does not follow it by default. Without an explicit transfer or assignment that IBM accepts, the divested unit can be running software it no longer holds the right to, while the seller is still carrying entitlements for capacity it no longer operates.

Why this draws an audit.

Corporate change is one of the clearest signals a vendor watches. A divestiture splits one estate into two, and both halves now have an entitlement record that no longer matches deployment. The buyer often requests support for products on the carved out systems, which surfaces the mismatch directly. Requesting support for something that was never properly transferred is among the most reliable ways to open a review.

Get ahead of it in the transaction.

• Inventory every IBM product on the systems in scope before the deal closes, with the entitlements that cover them identified by site.
• Decide explicitly which entitlements transfer, which are retained, and which need to be repurchased, and document the agreement.
• Re establish ILMT ownership and sub-capacity reporting on the new entity, so the 90 day clock and quarterly report retention are not silently broken by the split.
• Keep the Proof of Entitlement documents for transferred licenses, since the new owner will need them to prove the position later.

What this means under audit.

A divestiture is a transferability question disguised as a logistics task, and it tends to surface as an audit a year or two after close. The defensible move is to settle the entitlement split inside the transaction, in writing, rather than leaving it to be discovered. When the review does arrive on either side, our audit defense team reconciles what actually transferred against what is deployed, so neither party absorbs exposure that belongs to the other.