AI due diligence in buy-side PE transactions: The new AI risks buyers are underwriting | Global law firm
www.nortonrosefulbright.com
Nov. 10, 2026, 11:18 p.m.
Private equity buyers are increasingly treating artificial intelligence as a critical due diligence component across all transactions involving AI use, not merely those where AI constitutes the primary business. This shift reflects the proliferation of AI regulations in the United States and internationally, making AI-related risks material even for companies that employ AI selectively. PE firms now conduct comprehensive AI due diligence as a dedicated workstream intersecting intellectual property, privacy, cybersecurity, product performance, customer contracting, governance, and sector regulation, rather than relegating it to standard IT assessments. Key considerations include evaluating dependence on third-party AI providers, ensuring appropriate customer and regulatory notification regarding AI capabilities with proper data use consent, and verifying claims about AI tool performance with documented evidence of model capabilities and disclosed limitations. Additionally, buyers must confirm targets possess legitimate rights to collect, use, and process data for AI training and deployment, particularly given emerging sectoral restrictions on AI use for sensitive purposes. This expanded focus recognizes that inflated AI claims or undisclosed limitations can generate post-closing misrepresentation claims, indemnification disputes, and valuation challenges, making thorough AI diligence essential for transaction success and risk mitigation.