Privacy Posture and Deal Value: Lessons from the NAI/Wilson Sonsini Workshop

By Daniel Chen, Megan Cox, Tony Ficarrotta & Matthew Staples

On April 21, 2026, the NAI and Wilson Sonsini Goodrich & Rosati co-hosted “Privacy Issues in Deal Diligence,” a half-day workshop at WSGR’s Palo Alto office convening in-house counsel, privacy leaders, and outside advisors from across the advertising technology industry. The event brought together perspectives from every side of the deal table, including acquirers, targets, investors, and advisors, to explore how a company’s privacy posture is shaping deal outcomes in ad tech.

The practical message was clear: privacy diligence is no longer limited to reviewing written policies or check-the-box questions. It increasingly investigates whether a target company can demonstrate how data actually moves, how consumer choices are honored, and how gaps are governed. Here are the key themes.

1. In Ad Tech, Data Practices Shape Deal Value

A recurring theme across the panel discussions was that in many ad-tech transactions, the target’s data practices and governance infrastructure are central to the deal’s strategic value and rationale. Panelists observed that especially as more companies pursue AI-enabled use cases, how personal data is collected, permissioned, and governed have become key areas of focus. This principle extends across first-party and third-party data.

As a result, deal diligence demands that go well beyond a generic privacy checklist are now the status quo. Acquirers aren’t just asking whether a target has a privacy policy; they’re asking whether the target’s “data story” is coherent. That means understanding how data was collected, what consents are in place, whether opt-out mechanisms are functioning, and whether the target can articulate defensible data governance practices and a sound privacy narrative. As one panelist put it, everyone on the deal team has to understand the data story. A coherent narrative contributes directly to speed-to-closing, while an unclear or incomplete one creates late-stage friction that delays timelines and erodes deal certainty. When market volatility is high, speed-to-closing can be as important as substantive deal terms.

2. Privacy Issues Have Real Impact on Deals, with a Range of Consequences

One of the most practically useful insights from the workshop was that privacy issues can shape deal terms—and even deal success—in ad tech. However, panelists also emphasized that not all privacy findings are reflected in the same manners in terms of deal consequence. Isolated, well-understood issues may be addressed through remediation or risk allocation, whereas issues such as systemic gaps, undisclosed sensitive-data practices, unresolved regulatory inquiries, or an inability to explain data provenance can materially affect whether and how a deal proceeds. In most cases, though, what matters most is not perfection, but instead forward motion and a roadmap for an improved compliance posture and the ability to explain your current posture credibly.

That said, privacy findings routinely affect deal economics and structure. As WSGR’s deal teams noted, specific privacy-related reps and warranties are sometimes needed for addressing risks that are difficult to do diligence on directly, with a trend toward including specific reps and warranties about matters such as security measures, rights to process data, and data processing practices. However, while representations and warranties are often insured and relied upon, insurance underwriters frequently exclude privacy and data security matters, and in those cases diligence on any related issues is even more critical for identifying and allocating risk. Further, buyers may press for stricter covenants or remediation requirements, particularly where privacy issues affect post-closing integration or could complicate a future exit transaction. Even where privacy issues don’t terminate a deal, they can lead to requirements for disruptive remediation measures, delay timelines, trigger purchase-price adjustments, and generate special indemnification provisions. Privacy counsel and deal counsel benefit from working together early, because the legal analysis has to be translated into risk allocation mechanics. As one panelist noted, it’s often possible to manage “known unknowns” related to privacy with risk allocation, while “unknown unknowns” are more likely to give investors and acquirers pause.

3. The Current Enforcement Environment Is Top of Mind

Workshop panelists noted that the current privacy enforcement landscape looms large during deal diligence. The expanding patchwork of state privacy laws, active enforcement by CalPrivacy and state attorneys general, the rise of class-action privacy litigation under statutes like CIPA and ECPA, and the implementation of national-security-focused data-transfer restrictions all factor into how acquirers assess risk.

Recent research supports what the workshop’s panelists described in practice. A recent article in Harvard Business Review focused on privacy as a growth strategy found that companies embracing what the researchers call privacy stewardship saw stronger performance at the firm, brand, and customer levels than companies with weaker practices. Importantly, the beneficial effects are strongest when customers perceive the firm’s privacy efforts as authentic, suggesting that treating privacy as a strategic function rather than a back-office compliance obligation (or even an afterthought) can be rewarded by the market. This message echoes how acquirers are evaluating ad-tech targets today.

For ad-tech companies, this means that a target’s ability to demonstrate compliance readiness, not just policies on paper but operational compliance infrastructure including signal handling, vendor management, data inventories, and consent mechanisms, can affect deal outcomes. Several panelists emphasized that proactively providing documentation, such as a version history of privacy notices, proactive compliance assessments, and ongoing remediation roadmaps, sends a strong positive signal during diligence. But diligence outcomes are not determined by legal risk alone; they also depend on how clearly the company, its leadership, and its advisors can explain privacy risk and the plan for managing it.

4. Culture, Advisors, and Communication Shape Deal Outcomes

A surprising theme was the degree to which non-technical factors shape deal outcomes on the privacy front.

On culture, panelists observed that alignment in privacy posture between acquirer and target can matter as much as the specific compliance findings. Mismatches in risk tolerance, approaches to data governance, or even the pace at which a target is expected to adopt the acquirer’s compliance standards post-closing can create friction that affects integration timelines and morale. One practitioner noted that the most fraught integrations occur when aggressive compliance overhauls are mandated on day one; a sustained, stepwise approach to improving posture tends to produce better outcomes in the long run.

On advisors, panelists observed that the quality and depth of a target’s advisory team, including outside counsel with substantive privacy expertise, can affect how efficiently diligence issues are surfaced and resolved. Acquirers take note of whether the target has engaged advisors who understand the intersection of privacy law and deal mechanics, because that affects how quickly the parties can move from issue identification to risk allocation.

5. Good Privacy Programs Are a Tailwind to Deal Success

The through-line across every panel was a consistent message to ad-tech companies: investing in privacy readiness before a potential deal is on the horizon is one of the most effective things a company can do to protect deal value.

Keith Enright, the former Chief Privacy Officer at Google, has described the risk of accumulating what he calls compliance debt – the compounding cost of deferred privacy investment, which eventually hampers product releases, increases legal exposure, and complicates acquisitions. That concept surfaced throughout the workshop. By the time diligence begins, gaps in data governance, consent infrastructure, vendor management, or internal documentation are exposed, and they affect not only deal terms but the speed and efficiency of the process. Companies that have invested in building and maintaining their privacy programs are better positioned to avoid the scramble of trying to remediate under the pressure of a live transaction. Moreover, remediation in the context of a deal process may be highly disruptive or, in some cases, infeasible.

Our closing panel explored how structured review programs can serve as a practical vehicle for achieving this kind of readiness. The NAI’s privacy review program provides a process through which companies inventory their data practices, identify process gaps, and implement a roadmap for improving compliance posture across the NAI’s core privacy principles. For NAI member companies that participate in this review process annually, the discipline and documentation it produces can help demonstrate a company’s privacy governance posture and remediation trajectory to potential acquirers – the kind of privacy stewardship that the research suggests is increasingly valued.

The types of questions the program addresses, about data collection and use practices, how consumer choice mechanisms are implemented and tested, the alignment between privacy policies and actual practices, and vendor and partner data-sharing arrangements, closely mirror the issues that surface during deal diligence. A company that has worked through these questions methodically year over year is in a stronger position than one encountering them for the first time under the pressure of a live deal.

Looking Ahead

Privacy diligence in ad tech continues to evolve. The enforcement landscape is expanding, data practices are increasingly central to deal value, AI-enabled data uses are raising new diligence questions, and acquirers are becoming more sophisticated in how they evaluate privacy posture. Companies that invest in building strong compliance infrastructure, through structured privacy review programs, credible outside advisors, and a culture of transparency and accountability around data practices, are positioning themselves not just to respond to diligence, but to present privacy governance as a source of enterprise value.

Wilson Sonsini Goodrich & Rosati is a leading law firm advising technology, life sciences, and growth enterprises worldwide. Learn more at https://www.wsgr.com.

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