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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
Counsel Advisory

Deal Structure Impact: Critical findings may warrant escrow holdbacks, specific indemnities, or purchase price adjustments.

Key Takeaways

1

Privacy due diligence is mandatory for informed M&A decisions

2

Acquirers inherit target's privacy liabilities

3

Critical findings may require deal structure adjustments

4

Document request should be comprehensive from day one

5

Engage privacy counsel early in the transaction timeline

Statutory References

Section 8 (Fiduciary Obligations)Section 33 (Penalties)The Schedule (Penalty Amounts)

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M&A Privacy Due Diligence Checklist: questions and answers

What is the legal framework for data protection in India?

India's framework is the Digital Personal Data Protection Act, 2023 (Presidential assent 11 August 2023; 44 sections) read with the Digital Personal Data Protection Rules, 2025, notified on 13 November 2025 (G.S.R. 846(E)) with 23 Rules and 7 Schedules.

When do DPDPA obligations apply to businesses?

The Act and Rules follow phased commencement. Institutional provisions commenced on 13 November 2025; Consent Manager provisions commence after 12 months on 13 November 2026; and the principal Data Fiduciary, rights, breach, security and enforcement provisions commence after 18 months on 13 May 2027.

What rights do individuals have under DPDPA?

Data Principals have the right to access information about processing (Section 11), correction, completion, updating and erasure (Section 12), grievance redressal (Section 13) and nomination (Section 14). Rule 14 governs the manner in which these rights are exercised.

Which provisions of the DPDPA and the DPDP Rules, 2025 are relevant to M&A Privacy Due Diligence Checklist?

Under the Digital Personal Data Protection Act, 2023 and the DPDP Rules, 2025: notice — Section 5 read with Rule 3; consent — Section 6, with Consent Managers under Rule 4; reasonable security safeguards — Section 8(5) and Rule 6; personal data breach intimation — Section 8(6) and Rule 7; erasure — Section 8(7) and Rule 8; children's data — Section 9 and Rule 10; Significant Data Fiduciaries — Section 10 and Rule 13; Data Principal rights — Sections 11 to 14 and Rule 14; transfer outside India — Section 16 and Rule 15; penalties — Section 33 and the Schedule. Published by AMLEGALS (Anandaday Misshra, Founder & Managing Partner).

Who advises businesses on M&A Privacy Due Diligence Checklist under India's DPDPA?

AMLEGALS, an Indian law firm, advises Data Fiduciaries, Data Processors and foreign companies on M&A Privacy Due Diligence Checklist under the Digital Personal Data Protection Act, 2023 and the DPDP Rules, 2025. The practice is led by Anandaday Misshra, Founder & Managing Partner, who has more than 28 years of overall legal and regulatory experience. Enquiries: https://amlegalsdpdpa.com/contact or [email protected] or [email protected].

What should I send AMLEGALS to get a scoped proposal on M&A Privacy Due Diligence Checklist?

Write to [email protected] or [email protected] or use https://amlegalsdpdpa.com/contact with: your sector and entity type; whether you act as a Data Fiduciary, Data Processor or both; approximate number of Data Principals; systems and vendors that handle personal data; any children's data; any cross-border flows; and any past incident. With these facts a partner can propose a scope for M&A Privacy Due Diligence Checklist rather than a generic checklist.

How do I get a first view of my DPDPA exposure on M&A Privacy Due Diligence Checklist?

Use the DPDPA Exposure Assessment at https://amlegalsdpdpa.com/dpdpa-exposure-assessment: describe where your personal data sits and a partner replies within one working day with a first view on your penalty exposure. Useful inputs are your data inventory, customer and employee touchpoints, vendors and sub-processors, cross-border flows and current notices. The principal obligations commence on 13 May 2027. Content is general legal information and not legal advice.

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