The finding is generally transaction-ready.
Record the assumptions in the data room and reflect them in the appropriate warranty or condition.
Due diligence
Corporate criminal liability in an acquisition: investigations, compliance and SPA indemnities
Corporate liability in M&A due diligence: investigations, compliance records, disclosure, indemnity, escrow and claim notice.
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11 August 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
Corporate criminal liability is not an abstract criminal-law topic in an acquisition. Buyers and sellers need to know whether investigations, authority correspondence, internal reviews or compliance weaknesses change value and liability structure.
This post explains Austrian VbVG issues from an M&A perspective. It is not a general overview of corporate liability law, but shows how findings become disclosure, warranties, indemnities, escrow and claim notice mechanics.
Classify compliance finding
Is a corporate-liability risk deal-ready?
Two questions show whether the point needs deeper review before signing or closing.
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Are there pending investigations, reports or internal reviews?
If the answer is yes, the point belongs in the deal risk list.
All paths at a glance
Overview of all answers.
The finding needs a clear solution before signing or closing.
If documents or responsibilities are missing, the buyer should not move the point into a vague post-closing list. Clarify risk, price effect and contract protection before the next milestone.
Why VbVG belongs in M&A due diligence
Why VbVG belongs in M&A due diligence
Austrian corporate liability law can affect companies for certain acts by decision-makers or staff. In the deal, the point is not a full criminal-law analysis, but risk detection, valuation and contractual allocation.
The post on compliance red flags provides the broader frame for data room indicators.
Which documents the data room should show
Which documents the data room should show
Buyers should ask for pending investigations, internal investigation reports, authority correspondence, whistleblowing reports and compliance policies. The issue is not only whether a proceeding exists, but who knows about it and how the company reacted.
If proceedings already appear in accounts, the post on pending proceedings and provisions belongs in the review.
M&A grid
Translate VbVG findings into SPA mechanics
The overview separates finding, review and agreement consequence.
| Finding | Review | Agreement consequence |
|---|---|---|
| Investigation Authority or internal review? | Disclosure and conduct rule | |
| Compliance Policy only or lived controls? | Warranty and remediation | |
| Known risk Loss or proceeding foreseeable? | Indemnity, escrow, claim notice |
The concrete drafting depends on the data room, deal structure and specialist advice.
Practical point: This point should not be phrased as a post-closing task without responsibility. If it can affect price, approval or liability, it belongs in the data room and SPA before closing.
Separate disclosure, warranty and indemnity
Separate disclosure, warranty and indemnity
A disclosed matter needs different contract consequences from an unknown breach. Disclosure typically limits warranties; an indemnity can leave a known risk economically with the seller.
The posts on the SPA warranty catalogue and the disclosure letter explain that contract technique.
After closing: claim notice, escrow and cooperation
After closing: claim notice, escrow and cooperation
After closing, conduct of proceedings often decides the economic outcome. The SPA should regulate authority contacts, information duties, claim notice timing and whether escrow or holdback is available.
The mechanics of a claim notice for third-party claims is the natural follow-up.
Frequent questions
Corporate criminal liability in an acquisition: investigations, compliance and SPA indemnities.
Is corporate liability in an acquisition a criminal-law or contract issue? +
It touches both. For the transaction, the key point is how the risk is disclosed, valued and allocated in the agreement.
Must the seller disclose every internal investigation? +
The data room should show relevant investigations and authority contacts. Whether information must be disclosed depends on risk and warranty catalogue.
Is a general compliance warranty enough? +
Usually not for known corporate-liability risks. Specific disclosure, indemnity, cooperation and claim mechanics are needed.
Going deeper
Further reading for the review
Topics
Corporate liabilityComplianceDue diligenceSPAIndemnity
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