• Does the seller need to make advance
notifications or obtain consents? Will
it breach confidentiality undertakings
given to either customers or the buyer?
• Is the data secure? Have the parties
agreed to data room rules? Will they permit the seller to remain compliant with
its statutory and contractual obligations? Are the data security procedures
of the buyer and its advisers adequate?
• Wherever possible, has all personal
data been made anonymous prior to
• Have all necessary consents and approvals been obtained? It should not
be assumed that previous consents are
valid, as it is unlikely they were given in
anticipation of a sale of the business.
• Is the seller compliant throughout the
transaction? This is as important to the
buyer as it is to the seller, as the liability
for any compliance failures can travel
with the business (particularly in the
case of a share purchase).
• Does the buyer have a strategy to integrate the seller’s data into its own
• Does the buyer have a clear understand-
ing of the relevant data flows and loca-
tion of data (including routine/emer-
gency backup and cloud storage) within
its own organization and understand
the changes required, including timing
• Will the buyer breach data protection
laws while the changes are implemented?
• Does the buyer need further regulatory
approvals, and can it actually operate
the business in the meantime?
• Does any legacy data need to be purged
from the seller’s systems? //
Ute Mueller is a partner in the London office
of Duane Morris. She advises businesses
and entrepreneurs on complex domestic and
cross-border investment structures, mergers,
acquisitions, MBOs, MBIs and joint ventures.
Carl Winkworth is a partner in the London office of Duane Morris. He focuses his practice
on legal issues surrounding credit structures
and credit risks in the fixed-income markets,
advising clients on complex cross-border
investment structures (including primary, secondary and special-situation investments).
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