01 · BUY-SIDE
M&A and acquisition due diligence
Risk review of a regulated or compliance-sensitive target before signing, valuation adjustment, conditions precedent or closing.
Regulatory and compliance due diligence for FinTech M&A, investments, acquisitions and strategic partnerships involving regulated or compliance-sensitive businesses — assessing regulatory status, AML/CFT, governance, outsourcing, contracts, operations and material compliance risk.
The review connects formal documentation with the actual operating model: whether permissions, controls, material contracts, banking arrangements, technology dependencies and IP ownership support the business being acquired, funded or relied upon.
The service is not limited to a full acquisition. It can be scoped for a minority investment, asset purchase, joint venture, strategic partnership, critical outsourcing relationship or pre-sale readiness exercise. The key is that the client needs a defensible view of material regulatory, compliance and transaction risk.
Risk review of a regulated or compliance-sensitive target before signing, valuation adjustment, conditions precedent or closing.
Focused assessment for investors who need to understand regulatory exposure without commissioning an unrestricted full-scope review.
Pre-sale review to identify weaknesses, organise evidence and remediate avoidable issues before buyer diligence begins.
Enhanced review of a critical provider, distributor, white-label partner, agent, regulated counterparty or strategic collaborator.
A regulated business can look attractive in a corporate presentation while material weaknesses sit in the licence perimeter, AML function, banking infrastructure, contracts or regulatory history. Select a category to see the question LEX ARTA tests.
The target holds a licence or registration, but its actual products, customer base, transaction flows or geographic reach may exceed the permissions granted or depend on a transitional arrangement.
The review compares formal regulatory status with the operating model, revenue-generating activities, territorial reach and planned post-deal structure, then identifies restrictions, dependencies and required remedial action.
Each area is reviewed only to the extent it can affect the transaction, valuation, closing, continuity or post-deal obligations. Where a standalone audit, licensing project, governance redesign or remediation programme is required, that work is separately scoped under the relevant LEX ARTA service.
Whether ownership, control rights and governance create deal or approval risk.
Whether the target’s current regulated status supports the business being acquired or funded.
Whether material financial-crime control weaknesses could affect value, continuity or integration.
Whether past or current supervisory matters create continuing transaction risk.
Whether critical money-movement and safeguarding relationships can survive the transaction.
Whether critical operational dependencies create continuity, control or transfer risk.
Whether material revenue depends on customers, products or activities vulnerable to regulatory or contractual disruption.
What the transaction itself triggers before or after closing.
Whether the target owns, controls and can continue using the IP on which transaction value depends.
Material agreements are reviewed to identify transaction risk, continuity dependencies, change-of-control issues, regulatory allocation and matters that may require protection before or after closing. The focus is the deal impact of existing contracts — not ongoing contract lifecycle support.
Termination, service restrictions, reserves, account control, safeguarding dependencies and change-of-control or notification clauses.
Product description, responsibility allocation, fees, complaints, termination, agency or white-label dependencies and consistency with actual operations.
Audit and access rights, security, subcontracting, incidents, continuity, exit, data availability and material processing or transfer dependencies.
Ownership and usage rights, third-party restrictions, assignment or consent requirements and dependencies on key individuals or contractors.
Due diligence quality depends on the questions asked, not only the volume reviewed. LEX ARTA begins with the transaction decision, develops a tailored request list, tests the most material risk areas and records information limitations rather than treating missing evidence as reassurance.
Define transaction, target, jurisdictions, decision criteria, exclusions and reporting threshold.
Issue a tailored request list and identify evidence required for the selected review areas.
Compare documents, representations, actual operating model and external regulatory indicators.
Test inconsistencies, missing evidence, remediation status and post-transaction assumptions.
Deliver red flags, transaction implications, conditions and prioritised pre- and post-closing actions.
Overall conclusion, material deal risks and matters requiring decision or escalation.
Critical, high, medium and lower-priority findings with evidence references and limitations.
Potential effect on valuation, structure, closing certainty, representations, warranties or indemnities.
Approvals, notifications, evidence, remediation or contractual protections required before completion.
Prioritised integration and remediation plan with responsibilities and target sequencing.
The report is written for the transaction decision and intended audience. It distinguishes confirmed findings from unresolved questions, records reliance and scope limitations, and connects each material issue to an action.
LEX ARTA leads the agreed regulatory, compliance, governance and transaction-risk workstream. Where the deal also requires formal local-law advice, financial or tax diligence, valuation, technical testing or another regulated specialist review, that element is separately scoped and may be coordinated into the overall diligence process.
Formal local-law opinions, reserved legal services, litigation or representation are handled by appropriately qualified counsel where required.
Financial audit, quality of earnings, valuation, tax structuring and tax opinions require separately appointed qualified professionals.
Source-code review, penetration testing, architecture assurance and forensic technical testing are specialist technical engagements.
Asset tracing, covert investigation, forensic accounting or other investigative work is not implied by a standard due diligence scope and is separately commissioned where lawful and appropriate.
Materiality thresholds, entities, jurisdictions, document volumes and reporting depth are defined before the engagement begins. Due diligence identifies and evaluates risk; it does not guarantee regulatory approval, bank consent, transaction completion or the absence of undisclosed matters.
Due diligence is designed to answer a transaction decision: what regulatory, compliance, governance and operating risks are being acquired, funded or relied on — and which require action before or after closing.
Tell us what is being acquired, funded, appointed or reviewed. The engagement will be scoped around the decision, material risk areas, evidence set, specialist dependencies and written deliverable.
BOOK A CONSULTATION
Share the business context, jurisdiction and support you need. We will reply with a practical next step.