The CBAM finding is generally transaction-ready.
Document product groups, supplier information, reports and internal responsibility. The SPA should reflect assumptions and follow-up obligations.
Due diligence
CBAM in an acquisition: import data, certificates and cost risk before closing
CBAM in acquisitions: review import history, emissions data, certificates, cost risk and SPA protection before closing.
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13 August 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
CBAM can be a cost and data risk when buying an import or production business. The key questions are which goods are imported, whether suppliers provide emissions data and whether reporting duties, certificates and internal responsibilities are documented.
This is not a general ESG article. It treats CBAM only as a transaction-specific review point for buyers and sellers before signing and closing.
Classify CBAM risk
Are import data and costs reliable before closing?
The questions show whether CBAM needs deeper review in the deal.
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Does the target import CBAM-relevant goods or use relevant inputs?
Then import history, supplier data and cost model belong in the data room.
All paths at a glance
Overview of all answers.
The CBAM finding needs a clear solution before signing.
If import data or cost model are missing, the buyer should consider disclosure, indemnity, holdback or a condition.
Review product groups and import history first
Review product groups and import history first
CBAM sits next to, but does not replace, export control and sanctions. Export control looks at prohibitions and restrictions, while CBAM asks about imports, emissions data and cost effects.
The buyer should not only review the current year. Import history, suppliers, tariff positions, reports, responsibilities and the ability to obtain supplier data all matter.
Connect cost model and supplier evidence
Connect cost model and supplier evidence
CBAM may touch tax due diligence because charges, reports and internal controls need to be reviewed together.
If suppliers do not provide emissions data, estimates, additional cost or operational issues may arise. That should feed into valuation, working capital planning and procurement clauses.
Structure SPA disclosure and indemnity
Structure SPA disclosure and indemnity
CBAM findings are compliance red flags if responsibilities, reports or supplier data are missing. Sellers should disclose known gaps, buyers should regulate follow-up and cost expressly.
Depending on the finding, warranties, indemnities, holdback, information duties or a condition may be appropriate. A generic ESG warranty is often too weak.
Review grid
CBAM from import data to SPA consequence
The overview shows which points should be visible before closing.
| Point | Review | Consequence |
|---|---|---|
| Goods CBAM-relevant import exists? | Data room and scope | |
| Emissions data Suppliers provide reliable data? | Evidence duty and covenant | |
| Cost model Certificates and cost planned? | Price risk and holdback | |
| Responsibility Who reports and controls internally? | Post-closing ownership |
The concrete drafting depends on the target, data room and negotiating position.
Practical point: CBAM should not disappear in a general ESG list. If imports are affected, the deal needs a traceable bridge from data and cost to contract clause.
Frequent questions
Frequent questions on CBAM in acquisitions.
Is CBAM an ESG topic? +
Partly, but in a deal CBAM is mainly a concrete import, data and cost risk.
Which documents matter? +
Import history, product groups, supplier data, reports, internal responsibilities and cost assumptions.
Can CBAM affect purchase price? +
Yes, if costs, certificates or follow-up obligations are economically relevant or documents are missing.
Going deeper
Further reading on import and compliance
Topics
CBAMImportCertificatesDue diligenceAcquisition
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