Buyer Beware – When Unclaimed Property Comes with The Deal

In today’s deal environment, most private equity investors are well-versed in identifying financial, tax, and legal risks—but unclaimed property often remains a blind spot. Unclaimed property generally refers to intangible assets – such as unclaimed checks, customer credits, or unredeemed gift cards – that a company holds on behalf of others and is required by state law to report and remit after a defined period of inactivity. Because unclaimed property represents a significant and recurring source of state revenue – and is often governed by strict record-keeping and reporting rules – states have made enforcement a priority. As a result, unclaimed property routinely attracts aggressive audits and inquiries, and overlooked exposures tied to ordinary balance‑sheet items can emerge late in a transaction, materially affecting purchase price, indemnities, and post‑close obligations for both buyers and sellers.

This article highlights why unclaimed property poses frequent and often underestimated transaction risk. It summarizes the legal framework and enforcement environment driving state scrutiny, explains how unclaimed property liabilities arise and transfer in M&A transactions, and outlines practical diligence and mitigation strategies for buyers and sellers to manage exposure and avoid deal‑stage surprises.

Read the full article HERE!