Increasing regulatory scrutiny, the rising value of data, and the potential risks of cyber threats have led to IT and data protection becoming key issues in corporate transactions. Our expertise in these sectors equips both buyers and sellers with comprehensive insights into, and advice on the risks related to, the relevant IT and data protection laws at every stage of a transaction.
For this particular case we teamed up with a corporate law firm to support a Dutch investment company in acquiring shares in a leading omnichannel retailer. Our role was to identify potential red flags and risks from a data protection and IT law perspective.
As the omnichannel retailer collects and processes extensive consumer data (through an online store, mobile app and physical shops) it was vital for our client to gain insights into the level of compliance with data protection, cookie and direct marketing laws. Our client also wanted to ascertain whether the retailer’s material IT services agreements were in line with market practice and would not be affected by the transaction. Last, but not least, we were asked to check if the scope of the existing IT licenses covered their envisaged use.
To establish all this information we conducted an extensive due diligence process. All data protection and IT related documents in the data room were reviewed, and interviews were conducted with the omnichannel retailer’s management, data protection officer and IT manager. We summarized our key findings in a report that included actionable recommendations for addressing the compliance gaps we identified.
The client appreciated our ability to quickly pinpoint significant data protection and IT issues, and offer concrete and practical recommendations, all while navigating the dynamics and pace of a corporate transaction.
Although our involvement in this case was confined to the due diligence phase, we regularly assist clients at every stage of a corporate transaction.
- Client
- Investment company
- Sector
- Private sector
- Year
- 2024
Contract negotiation
We support clients during the negotiation of transaction documentation (e.g., SPA or APA). This can involve negotiating appropriate data protection and IT representations and warranties, addressing queries from W&I insurers, and preparing post-closing deliverables (such as missing privacy policies) and transitional services agreements.
Post-closing
We serve as strategic advisors for aligning the data protection and IT frameworks of (new) group companies, and help draft and update contracts and documentation to ensure full compliance with data protection and IT laws.
Beyond the timescale of a transaction we add further value by advising on effective data management strategies. This pro-active approach not only safeguards our clients’ interests but also enhances the overall value and success of the transaction.
Please don’t hesitate to contact us if you have any questions about corporate transactions.
Team Members
Eva Visser
