and customization to ensure it serves the specific requirements and protections of Oklahoma law.
focusing on oil and gas title examination across Oklahoma, Kansas and North Dakota. With over 18 years of experience as a landman and attorney, she helps clients work through complex oil & gas title issues. Tina is dedicated to educating others about the oil and gas industry. Contact her at twalker@ wwlawoffices.com
Tina Walker, Copyright © 2025
About the Author: Tina Walker – Tina Walker is co-founder of Walker Law, PLLC,
Unclaimed
Property
The Unclaimed Property Risks of Mergers and Acquisitions
When evaluating potential deals, companies involved in mergers and acquisitions sometimes neglect or underestimate the potential of unclaimed property risk. Insufficient due diligence may result in acquiring companies inadvertently inheriting an unknown liability from the companies they acquire (targets). Without proper research, unclaimed property liability can remain hidden until long after a deal closes. All companies can generate unclaimed property, which arises when some liability of the company, such as a check to a vendor or a customer credit balance, isn’t resolved in a timely manner. These liabilities, which can go back decades, are often overlooked by standard due diligence and unknowingly acquired along with a target’s assets or stock. Common Mistakes in M&A Due Diligence Regarding Unclaimed Property Some of the most common mistakes related to reviewing a target’s potential unclaimed property liabilities in the due diligence process include:
always necessary to determine exactly which liabilities remain with the seller. • Target’s poor record retention or target only provides one or two years of records. A standard look-back period under an unclaimed property audit or VDA can be 10-15 years or more. Without historical records, jurisdictions may use estimations to create liabilities for earlier years. • Buyer loses target’s history by eliminating staff over the first year. Knowledge of pre-acquisition practices is critical under an unclaimed property audit, such as understanding historical policies and procedures to assert that certain programs don’t constitute unclaimed property. • Target acquired other entities and assumed successor liabilities as part of their M&A transactions. The target you acquired may have been blind to the successor liabilities inherited in earlier transactions. •Believing unclaimed property will not affect purchase price. In some cases, a target’s potential unclaimed property liabilities can be so large that they significantly reduce the value of the target, especially when the target is small or the bulk of its revenue comes from a single source (e.g., gift cards or royalties). A thorough review of a target may reveal that
•No one asked about unclaimed property. One of the most common mistakes is that no one asked or knew about unclaimed property during due diligence. •The belief that an asset purchase does not generate successor liability. The common misconception around asset purchases is that the liability for unclaimed property before the acquisition remains with the seller. However, this isn’t always true, and a thorough review of the contract is
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G rowth T hrough E ducat i on - J uly / A ugus t / S ept ember 2025
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