GDPR Compliance Roadmap for M&A Sellers and Advisors

Selling your business is no small undertaking, especially when it comes to complying with critical regulations like the E.U.’s General Data Protection Regulation (GDPR). However, compliance isn’t just about checking a few boxes — it’s a competitive advantage.  

Think of GDPR compliance as an investment. Beyond avoiding fines and legal headaches, a well-structured GDPR strategy can boost buyer confidence and help preserve deal value. Early planning isn’t just smart — it’s essential to keeping your transaction on track. 

Navigating GDPR effectively requires a clear understanding of how personal data is collected, handled and shared throughout the sale process. In this blog, we’ll discuss the key areas sellers and advisors must address for a seamless M&A transaction. 

Lawful handling of personal data 

Before due diligence begins, sellers must ensure all data processing activities comply with GDPR to avoid legal and financial risks. This includes:  

• Updating privacy policies to explicitly cover data transfers during a sale or restructuring 
• Conducting a comprehensive data audit to track what personal data is stored, where it originates and how it is used  
• Maintaining up-to-date records of processing activities (RoPA), data processing agreements (DPAs) and IT security policies  
• Ensuring website tracking mechanisms, such as cookie banners, align with GDPR standards to avoid regulatory scrutiny  

Without proper documentation and controls, compliance risks can surface during due diligence, potentially complicating negotiations and impacting valuations. Strengthening data governance protects your asset and signals to buyers that your business is built on a secure foundation.  

Smart data sharing in due diligence 

Limiting access to personal data during diligence is a key GDPR requirement. Data should only be shared when a valid legal basis exists and never be repurposed without explicit permission. Techniques like redaction and de-identification help keep sensitive information secure, reducing exposure risk.  

Taking a conscientious approach helps you meet GDPR obligations while preventing data mismanagement from slowing negotiations. By proactively minimizing exposure, you not only comply with GDPR but also reduce the likelihood of regulatory roadblocks that could delay your deal. 

Handling employee data with care 

Employee data is among the most sensitive information in an M&A deal. Mishandling it can lead to serious penalties and reputational damage. To stay compliant: 

• Obtain explicit consent before sharing personal details such as contract info, salary details or other sensitive data  
• Disclose only what’s necessary for the transaction, using redacted, anonymized or aggregated data  
• Limit disclosure to only key personnel, such as executives, when contractually relevant  

After the deal closes, a full transfer of employee data may take place, but it must strictly adhere to GDPR and local labor laws. Employees should be informed in advance to ensure transparency and compliance. 

Conclusion 

GDPR compliance isn’t just about avoiding fines — it’s about enabling a smoother, more secure transaction. Taking proactive steps and using the right technology are both crucial to the success of your deal. Organizing your documents in a virtual data room (VDR) and applying robust security controls like redaction, encryption and access management keeps helps prevent improper data exposure. 

To keep your deal processes and data rooms GDPR-compliant, download our GDPR Checklist for Sellers today, and check out Intralinks Deal Services to get assistance with tasks like redaction, reporting, translations and more.