Harper James advises businesses on acquisitions under the laws of England and Wales, including due diligence, acquisition finance, share purchase agreements and completion arrangements. An acquisition risk register records the legal, financial, operational and integration issues that require investigation, mitigation or a specific allocation of responsibility.
Create the register at the start of the acquisition process and update it as information becomes available. Typical columns include the risk description, affected entity or asset, category, likelihood, potential impact, owner, proposed action, deadline, status and supporting evidence. Use a consistent scoring method, such as a one-to-five rating for likelihood and impact, while recording the reason for each rating. Separate confirmed issues from information gaps, since an absence of evidence is itself a due diligence point.
The register should reflect the transaction structure and the target’s business. Legal categories commonly include title to shares and assets, material contracts, intellectual property ownership, employment liabilities, pensions, data protection, regulatory permissions, disputes, property, insurance and financial indebtedness. Record commercial and operational matters as well, including customer concentration, supplier dependency, technology resilience, cyber incidents, retention of key staff and post-completion integration. For a share acquisition, review the target’s historic liabilities as well as its current operations. For an asset purchase, identify which contracts, employees, licences and liabilities transfer and which require separate arrangements.
Each material risk should lead to a defined action. The action may be further investigation, a price adjustment, a condition precedent, a warranty, an indemnity, specific contractual protection, insurance or acceptance by the board. Findings should be cross-referenced to the disclosure letter and the share purchase agreement. For example, an identified tax liability may require an indemnity, while an unassignable customer contract may require consent before completion. The register should also record whether acquisition finance depends on resolving the issue and whether the proposed protection remains effective after completion.
Assign an individual owner to every open risk, with a target date and escalation route. Legal advisers typically manage document review and contractual protections, while finance, HR, information security and operational teams assess matters within their expertise. Before signing, the board should review high-rated risks, residual exposure and the cost of mitigation. Before completion, update the register for outstanding consents, conditions and deliverables. After completion, transfer unresolved items into an integration plan, with reporting arrangements that track whether the agreed mitigation has been implemented.