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VDR glossary · Due diligence

What is regulatory due diligence?

Definition

Regulatory due diligence: A review of the licenses, approvals and regulatory relationships a target depends on, checking compliance history and whether the deal itself needs consent or will change the target's regulatory status.

How it works in a data room

The seller uploads licenses, permits, correspondence with regulators, inspection findings, enforcement actions and compliance policies. For regulated sectors such as banking, insurance, healthcare, energy or telecoms, the folder can be large and highly sensitive. Buyers map each license to the activity it covers, check expiry dates and conditions, and identify any change of control approvals the deal will need. Some regulator correspondence may be shared only with outside counsel.

Why it matters in a deal

A business that loses a key license loses much of its value. Regulatory diligence tells the buyer whether the target is in good standing, which approvals must be obtained before signing and closing, and how long that could take. The answer shapes the timetable, conditions and the long-stop date in the purchase agreement. In cross-border deals it also covers merger control and foreign investment screening.

Example

An insurer acquiring a smaller broker finds that the broker’s authorization covers advice but not claims handling, which it has been doing for two years. The buyer requires the seller to regularize the position with the regulator before closing and adds a condition to the agreement. The financial services and fintech guide covers regulated targets.

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