Trade and Customs Diligence MA Transactions

Kroll Trade and Customs Diligence for M&A Transactions

A targeted add-on to tax and financial due diligence

Trade and Customs diligence helps Transaction Advisory Services (TAS), tax and financial diligence teams identify material trade compliance red flags before close, including unpaid duties, tariff exposure, customs violations, export control risks and weak sanctions or restricted party screening controls.

The service is designed as a focused add-on to existing Kroll diligence workstreams, not a standalone compliance review. It helps deal teams understand whether trade issues could affect valuation, EBITDA quality, contingent liabilities, purchase price assumptions or post-close operating costs.

Explore Trade and Customs

Trade and Customs

First Sale for Export Solutions

Integrated Transfer Pricing and Customs Solutions

Why It Matters Now

Tariffs Are a Direct Deal-value Issue

Duty and tariff exposure can affect gross margin, landed cost, normalized EBITDA, working capital and post-close operating assumptions.

Export Controls Are a Growing Transaction Risk

In the U.S., export control responsibility may sit with the Bureau of Industry and Security for items subject to the Export Administration Regulations, including commodities, software and technology, or with the State Department’s Directorate of Defense Trade Controls for defense articles and defense services under the International Traffic in Arms Regulations. Globally, similar risks arise under EU, United Kingdom and other dual-use and military export control regimes, including licensing, end-use, end-user and technology transfer controls.

Sanctions Diligence is Expected in M&A

Office of Foreign Assets Control guidance states that sanctions compliance functions should be integrated into the merger, acquisition and integration process, with sanctions-related issues identified, escalated and addressed before closing and tested after the transaction.

Trade Issues Are Often Missed Because They Sit Between Tax, Finance, Legal, Supply Chain and Operations Lines

A targeted review can identify major red flags before close, including potential liabilities or remediation costs that may need to be considered in the transaction.

The Same Review Can Create Post-close Remediation and Value Creation Work

Common follow-on areas include tariff and duty optimization, customs valuation cleanup, classification review, Free Trade Agreement substantiation, export license management, sanctions screening improvements and integration of trade controls into the buyer’s operating model.

When Deal Teams Need Trade and Customs

Bring in Trade and Customs when the target has:

Meaningful cross-border merchandise flows of significant imports, exports or intercompany product movements
Material duty or tariff exposure, duty-sensitive margins, significant landed cost, tariff volatility or uncertainty around customs declarations
Related-party pricing or customs valuation complexity, intercompany pricing, transfer pricing adjustments, assists, rebates or other customs value issues
Potentially export-controlled products, software, technology or technical data, especially in the aerospace, defense, advanced manufacturing, electronics, telecom, software, life sciences, energy, industrial technology or dual-use sectors
Sanctions or restricted party risk, including sales through distributors, agents or resellers; dealings involving higher-risk countries or government-linked customers; or limited or decentralized screening controls

How This Fits Within Kroll TAS

Trade and Customs diligence fits naturally into Kroll’s transaction platform because it sits at the intersection of value, risk and transactions, which is how Kroll describes its broader market position. Kroll also frames its Financial Advisory offering around measuring and maximizing value across the deal continuum.

For TAS teams, the practical question is simple:

Could trade compliance issues affect valuation, EBITDA quality, purchase price assumptions, contingent liabilities or the buyer’s ability to operate the business as planned?

Trade and Customs can be positioned as a scalable diligence module:

Red Flag Review

Fast, focused review for middle-market deals where trade risk may be material but deal timing is compressed

Targeted Exposure Analysis

Deeper review, where imports, exports, tariffs, valuation, export controls or sanctions are clearly relevant

Post-close Roadmap

Practical remediation and integration plan covering customs, export controls, sanctions screening, governance, systems and controls

Trade and Customs is an easy bolt-on to tax and financial diligence, where the target imports, exports and sells internationally; has tariff-sensitive margins; uses intercompany pricing; or operates in sectors with export control or sanctions exposure. The work helps identify deal red flags before close and creates practical post-close remediation, integration and value creation opportunities.

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Transfer Pricing

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Trade and Customs

Kroll helps clients proactively develop strategies, manage risks, uncover and address compliance gaps, and respond to investigations or enforcement actions across the full spectrum of trade and customs challenges.