The point currently only needs brief documentation.
Record the finding in the data room. If new information appears during the process, update the legal assessment.
Due diligence
Export control and dual-use in a business acquisition
Export control in a business acquisition: review dual-use items, sanctions, end-use, supply chains and closing risks.
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18 July 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
Export control, dual-use and sanctions can delay or economically change a business acquisition. This is particularly relevant for technology, software, machinery, electronics, research, trading businesses and international supply chains. This article deepens compliance due diligence regulatory approvals public contracts
Review export exposure
Can export control influence the deal?
Answer two questions on product, customer and country.
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Does the target sell technology, software or goods across borders?
Export control matters where product, customer, country or end-use may be sensitive.
All paths at a glance
Overview of all answers.
The finding is well prepared for negotiation and contract drafting.
If documents, economic relevance and responsibility are clear, the point can be reflected in warranties, pricing logic or closing plan.
Sharpening is needed before signing.
Unclear evidence should not be hidden behind generic wording. The point needs a specific contract effect or a clear delivery plan.
Why export control is not a side issue
Why export control is not a side issue
Export control is not limited to weapons or classic defence goods. Goods, software and technology with both civilian and military use can require dual-use review.
Regulation (EU) 2021/821 works with item lists, technical classification and end-use. Due diligence therefore needs traceable classification for sensitive product groups.
Sanctions, customer lists and end-use
Sanctions, customer lists and end-use
Alongside product classification, customers, countries, intermediaries and end-use matter. A buyer should understand whether the target supplies high-risk markets or touches sanctions lists, embargoes or supply bans.
Generic country assumptions are not enough. Current EU legal acts, actual customer relationships and the target documentation are decisive.
Effects on signing, closing and warranties
Effects on signing, closing and warranties
If export control is relevant, the finding belongs in the SPA. Warranties may address historic supplies, permit status, sanctions screening, internal processes and known breaches.
Open permits or critical supply chains can be treated as conditions precedent, indemnities or pricing risks.
Review grid
Classify export control in the M&A process
Typical data-room questions before signing.
| Point | Why it matters | Contract effect |
|---|---|---|
| Product Product | Is goods, software or technology listed? | Document classification |
| Customer Customer | Are sensitive buyers involved? | Evidence screening |
| Country Country | Is there an embargo or sanctions link? | Review delivery history |
| Permit Permit | Are export permits needed or open? | Consider closing condition |
The documents, economic relevance and contract structure in the individual case are decisive.
Practical note: Export control should be reviewed as a commercial law issue. The focus is contract, completion and ability to supply.
FAQ
Frequent questions.
Does dual-use concern only defence goods? +
No. Civilian goods, software or technology can also be covered depending on their characteristics and use.
Can export control block closing? +
Yes, if required permits are missing, supply bans apply or a central business model is not legally robust.
Which documents belong in the data room? +
Product classifications, customer and country lists, permits, internal screening processes and known export correspondence.
Topics
Export controlDual-useSanctionsDue diligence
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