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Company sale, succession, M&A

Licensing company data in a company sale or succession

When a company is sold or handed over, customers, assets and brand count. The company's history in emails, ERP and project files is rarely valued. As an anonymised licence it can be realised in addition: before the sale, alongside it or when no successor is found.

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At a glance

  • The company's history in email, ERP and project files is an asset in its own right that is rarely valued in a sale.
  • An anonymised, non-exclusive licence can be combined with the company sale; the acquirer receives the originals.
  • In an asset deal, transferred customer data need their own legal basis. Anonymised licences are independent of this.
  • If no successor is found, licensing secures the value before the data are lost with the closure.

When is data realisation worthwhile in a company sale?

In three situations: before or alongside a sale, when individual assets are sold, and when no successor is found.

  • Additional proceeds alongside the sale: historical data are licensed in anonymised form, the acquirer takes over the ongoing business with all originals.
  • Asset deal without data: the acquirer buys equipment, brand or customer relationships, but not the archives.
  • Succession without a successor: instead of deleting the data when the business closes, they are realised. See the page Liquidation and closure.

For mid-sized companies, the amounts are significant: Replay quotes US$100,000 to US$1 million for 50 to 250 employees,[1] and Handshake AI calculates US$383,000 to US$897,000 for 100 employees and ten years.[2]

What applies in an asset deal and in a share deal?

In a share deal the data stay with the company; in an asset deal they are transferred to the acquirer. A licence of anonymised data is possible in both cases.

Data protection in a company sale and in a licence
ConstellationWhat happens to the dataConsequence
Share dealThe company changes owner, the data stay with itNo transfer to third parties; the company remains responsible
Asset dealPersonal customer data go to the acquirerOwn legal basis required; if the customer data are the only object of the purchase, generally consent (DSK 2024)[3]
Licence of anonymised dataAn anonymised copy goes to an AI buyerNo personal data any more; the GDPR does not apply (Recital 26)[5]

A case from Bavaria shows that the authorities scrutinise data transfers in company acquisitions: in 2015, the seller and buyer of an online shop were fined five-figure sums because customer email addresses had been transferred without consent.[4]

How does the licence fit with the purchase agreement?

Well, if it is disclosed and clearly delimited: historical data, anonymised, non-exclusive, without current customer, price and design data.

The simplest approach is to conclude the licence before signing and disclose it in the due diligence. Alternatively, it is expressly carved out in the purchase agreement or granted jointly with the acquirer. We agree the scope with you and your M&A advisers.

How does the realisation work?

In four steps. No data leave the company until a buyer has been found.

  1. 1

    Initial call and estimate

    You answer nine questions on industry, software, data volume and history, or talk to us directly. We do not need access to the data for this and give you a first estimate.

  2. 2

    Data sheet and buyer search

    We describe the dataset without names, agree the data sheet with you and approach vetted buyers. Company and proceedings remain confidential.

  3. 3

    Fee and anonymisation

    As soon as a buyer has been found, we agree a success-based fee. Under a data processing agreement we anonymise the dataset locally at the seller; the buyer receives a sample under NDA.

  4. 4

    Licence and handover

    You approve the buyer, we hand over the anonymised data and then delete the mapping.

Frequently asked questions

Can I sell company data separately before selling the company?

Yes, as a licence to an anonymised copy of historical data. It should be disclosed in the sale process and agreed with the buyer of the company, for example as a non-exclusive licence without current customer, price and design data.

What happens to customer data in an asset deal?

If personal customer data are transferred to the acquirer, this requires its own legal basis. Where the customer data are the only object of the purchase, the German data protection conference (DSK) generally requires consent. A licence of anonymised data is not affected by this.

What if no successor can be found?

Then it usually comes down to closing the business. Before servers and licences are cancelled, the dataset can be realised in anonymised form. More on the page about liquidation and closure.

Does the licence reduce the value of the company?

If only historical, anonymised data are licensed non-exclusively and current customer, price and design data remain excluded, the licence does not affect the ongoing business. How it is reflected in the purchase agreement is something to clarify with your M&A advisers.

What is a mid-sized company's dataset worth?

For 50 to 250 employees, buyers quote US$100,000 to US$1 million; for 100 employees and ten years of operations, US$383,000 to US$897,000.

Sources

  1. [1]Replay: “Value my data”, accessed 20 October 2026
  2. [2]Handshake AI: “Data Partnerships”, accessed 20 October 2026
  3. [3]GÖRG: “New data protection challenges in M&A transactions, on the DSK resolution of 11 September 2024 (in German)”, 24 September 2024
  4. [4]Heuking Kühn Lüer Wojtek: “Customer data in a company acquisition: a data protection problem (in German)”, 22 December 2015
  5. [5]EUR-Lex: “Regulation (EU) 2016/679 (General Data Protection Regulation)”

This overview is no substitute for legal or M&A advice in the individual case.

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