When an SME acquires another business, the integration plan usually covers people, customers, systems and brand. Contracts get a line in the due diligence report and then disappear from the agenda, on the reasonable assumption that the legal work dealt with them.
Due diligence and contract management are not the same exercise. Due diligence asks whether there is anything in the contracts that should change the price or kill the deal. It is a point in time review aimed at risk, and once the deal closes, the questions change completely. Now you own those agreements, and somebody has to run them.
What you have actually inherited
Two businesses means two of everything, arranged by different people at different times under different assumptions. The combined portfolio is rarely the sum anyone expected.
You will usually find duplicate vendors on different terms, agreements the acquired business forgot it had, cover and licences sized for a business that no longer exists independently, and a set of renewal dates scattered across the calendar with no relationship to your own. None of this is a problem on day one. All of it becomes a problem on a specific date, and the dates arrive whether or not anyone is tracking them.
Change of control clauses bite first
The clauses most likely to cause immediate trouble are the ones that react to the transaction itself. Many commercial agreements include change of control or assignment provisions, and the effect varies considerably.
Some require the counterparty to be notified within a set period. Some require their consent before the contract carries over, and consent may be refused or made conditional. Some give the counterparty a right to terminate. Software and licensing agreements often restrict transfer entirely, which means the licence the acquired business relied on may not extend to the new owner at all. Customer contracts sometimes let the customer walk, which is exactly the outcome an acquisition was meant to prevent.
Most of these obligations carry deadlines measured from completion, so they are time sensitive from the moment the deal closes. This is general information rather than legal advice, and the wording in each agreement governs. The practical point is that you cannot comply with a notice requirement you have not found, and you cannot find it without a list.
The duplicate vendor problem is bigger than it looks
Both businesses were buying software, insurance, freight, telecommunications and professional services. Some of it from the same suppliers, on different terms, at different prices, renewing in different months.
The obvious opportunity is consolidation, and it is real. Combined volume is usually worth a better rate, and paying twice for the same tool is the easiest saving available after a deal. The obstacle is timing rather than willingness. You cannot consolidate two agreements whose renewal windows sit eight months apart without either paying out one early or running both until they align. That is a solvable problem given notice, and an expensive one discovered late. Our guide to SaaS subscription management covers the same mechanics at smaller scale.
There is also a quieter version of the same issue. Where both businesses held cover or licences sized for their standalone operations, the combined entity may now be over-insured in one place and under-insured in another, and nothing about the merger triggers a review of either.
The knowledge walks out the door on a schedule
The hardest part of inheriting contracts is not the documents. It is that most of what makes a contract manageable was never written down.
Whoever negotiated an agreement at the acquired business knows which terms were hard won, which supplier under-delivers, what was promised in a side conversation, and where the signed copy lives. After an acquisition, those people are the most likely to leave, often within the first year, and frequently with earn-out or retention dates that are entirely predictable. The window for extracting what they know is short and closes on a date you can see coming. Very few integration plans use it. This is the same failure as what happens when key staff leave, compressed and intensified.
What to do in the first 90 days
- Build one combined list of every active agreement across both businesses, with counterparty, value, renewal date and notice period against each. The due diligence data room is the starting point, not the finished article, because it was assembled to answer a different question
- Screen specifically for change of control, assignment and consent provisions, and action anything with a deadline measured from completion before anything else
- Identify duplicate vendors and map their renewal dates against each other, so you know which consolidations are available this year and which need a bridging decision
- Sit down with the people from the acquired business who negotiated the significant agreements, while they are still there, and write down what is not in the document
- Assign a named owner to every inherited contract on your side, because an agreement whose owner left with the transaction is an agreement nobody is watching
- Review cover, licences and limits against the combined business rather than either original one
The first item does most of the work. Almost every failure in this list traces back to there being two lists, or no list, during the months when the deadlines were arriving.
How Miova helps after a deal
The practical task after an acquisition is turning two separate sets of agreements into one portfolio someone can actually run, quickly, while the integration is competing for everyone's attention.
Forwarding the acquired contracts to a private Miova inbox gets them into the same centralised repository as your own, with renewal dates, notice periods and key terms extracted on upload rather than typed into a spreadsheet by whoever has capacity. That turns the inherited pile into a dated list in days rather than months, which is the difference between finding a change of control deadline and missing one.
From there, reminders fire ahead of each renewal window across both sides of the business, so duplicate agreements surface with enough notice to consolidate them properly. Every contract carries a named internal owner, which matters most here, because the people who held these relationships before the deal are the people most likely to leave after it. Role-based access keeps the sensitive parts of an acquired portfolio visible only to the people who should see them.
The short version
An acquisition doubles your contract portfolio overnight and hands you a set of deadlines you did not negotiate. Build one combined list in the first month, deal with change of control obligations immediately, map duplicate renewals before the windows pass, and debrief the people who negotiated the originals while you still can. The deal gets credit for the growth. The contracts decide how much of it survives the first year.