Buy-Side Advisory

What Buy-Side Advisory Involves

Target Assessment

Before due diligence begins, the question is whether the target is worth digging into at all. We assess the regulatory standing of the business — license status, compliance history, corporate structure, jurisdictional fit — and flag issues that would make the acquisition impractical or require significant restructuring. A gaming operator with a clean Curacao license and a compliant corporate structure is a fundamentally different proposition from one running on a sub-license arrangement that no longer exists under the new CGA framework.

Regulatory Due Diligence

Standard commercial due diligence covers financials, contracts, and liabilities. What it typically misses is the regulatory layer. In regulated industries, that layer determines the value of what you are buying. We assess:

• License transferability — whether the license can be transferred at all, what approvals are needed, and what the regulator will require from the new beneficial owners
• Compliance standing — whether the business has maintained its AML/KYC obligations, responsible gaming frameworks, and reporting requirements
• Corporate structure integrity — whether the holding and operating entities are properly maintained, in good standing, and structured in a way that supports a clean transfer
• Banking and payment relationships — whether existing bank accounts and merchant accounts will survive a change of ownership, or whether new applications will be needed
• Jurisdictional obligations — ongoing requirements like local directors, registered offices, annual filings, and regulatory reporting that the acquirer will inherit

This is where nearly 30 years of setting up and maintaining these structures pays off. We know what regulators in Malta, Curacao, Isle of Man, Kahnawake, Anjouan, and other jurisdictions actually look at when a licensed entity changes hands — because we work with those regulators on new applications and ongoing compliance every day.

Deal Structuring

How you structure the acquisition matters as much as what you pay. Share purchases, asset purchases, and license novations each carry different regulatory implications depending on the jurisdiction. In some jurisdictions, a change of beneficial ownership triggers a fresh application process. In others, it requires notification and approval but not a new license. We advise on the structure that preserves the value of the regulated assets while meeting the requirements of each regulator involved.

Where the target operates across multiple jurisdictions — a holding company in BVI, a licensed entity in Curacao, a contracting company in Cyprus, banking in a fourth location — each layer needs to be handled correctly. We coordinate across jurisdictions because we already operate in them. No need to engage separate advisors in each location.

Post-Acquisition Integration

Closing the deal is not the end of the regulatory process. The new ownership structure needs to be reflected in every jurisdiction where the business has a presence. Licenses need to be updated. Banking relationships need to be re-verified. Corporate filings need to reflect the new beneficial owners. Compliance frameworks may need to be revised to align with the acquirer’s standards.

We handle the full post-acquisition administrative and regulatory transition — the same maintenance work we do for businesses we set up from scratch.

When Buying Makes More Sense Than Building

The strongest case for acquisition is speed to market. Building a licensed iGaming or fintech business from scratch — incorporation, license application, banking, compliance setup — takes months to over a year depending on the jurisdiction. Acquiring an existing licensed operation with established banking and an operational compliance framework can compress that timeline significantly.

It also makes sense when what you need is difficult to replicate. An operator with an established player base, proven payment processing relationships, and a clean regulatory track record has value that cannot be created quickly. The same applies to fintech businesses with active financial licenses in jurisdictions where the application queue is long.

We’d recommend buy-side advisory when the acquisition involves regulated assets in jurisdictions you are not already operating in. If you are already licensed in Malta and want to add a Curacao operation, there is a case for building. If you are entering the iGaming or fintech market for the first time and want to be operational within months rather than a year, acquisition is usually the faster path — provided the target checks out.