M&A Privacy Due Diligence Checklist
Comprehensive Target Assessment Framework
"Privacy liabilities survive M&A transactions. Due diligence failures become acquirer problems."
Privacy due diligence in M&A transactions has shifted from nice-to-have to deal-critical. Under DPDPA, acquirers inherit target privacy liabilities. This checklist provides a comprehensive assessment framework.
1Document Request List
Request these documents in the initial due diligence phase.
- Privacy policies (current and historical versions)
- Data processing inventory with lawful basis mapping
- Consent records and audit trails
- Third-party processor list with DPA status
- Breach history and incident reports
- Regulatory correspondence and enforcement actions
- Employee privacy training records
- DPIA reports (if target is/was SDF)
- Cross-border transfer documentation
2Red Flag Assessment
These findings require immediate attention and may affect deal structure.
- Critical: Undisclosed prior breaches
- Critical: Processing without lawful basis
- Critical: Children's data without parental consent
- High: Missing or non-compliant privacy policy
- High: No grievance redressal mechanism
- Medium: Incomplete processor DPA coverage
- Medium: Missing employee training records
Deal Structure Impact: Critical findings may warrant escrow holdbacks, specific indemnities, or purchase price adjustments.
Key Takeaways
Privacy due diligence is mandatory for informed M&A decisions
Acquirers inherit target's privacy liabilities
Critical findings may require deal structure adjustments
Document request should be comprehensive from day one
Engage privacy counsel early in the transaction timeline
Statutory References
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