Gaming M&A: What Buyers and Sellers Get Wrong About Licence Transfers

Buying or investing in a licensed gaming business looks, on paper, like any other M&A deal — until the licensing question surfaces. Gaming licences are generally tied to the specific corporate entity and the people behind it, not to the business as a going concern, and that single fact shapes almost every gaming M&A transaction differently from a standard corporate deal.

Licences don’t automatically follow the business

In most jurisdictions, a change of control — a new majority shareholder, a new ultimate beneficial owner, or a restructuring of the licence-holding entity — triggers a notification or re-approval requirement with the regulator. Some deals require the regulator’s consent before completion; others allow completion first with a notification obligation after. Structuring the deal without knowing which applies is how M&A timelines slip by months.

Due diligence needs a licensing lawyer, not just a corporate one

Standard M&A due diligence checks financials, contracts and IP; gaming M&A due diligence has to separately verify the licence’s actual standing — whether it’s in good order, whether any regulatory findings or warnings are outstanding, and whether the target’s compliance history would survive the buyer’s own fit-and-proper review. A licence that looks clean in a data room can still carry undisclosed regulatory history that only surfaces once the deal is already signed.

Key-person and shareholder approval can stall a deal

Because regulators vet the individuals behind a licence, not just the corporate entity, a buyer’s own directors and major shareholders may need to pass fit-and-proper checks before a change of control is approved — a step that has nothing to do with the target business itself and everything to do with the buyer. This is frequently underestimated in deal timelines, particularly by buyers new to the gaming sector.

Structuring around the licensing risk

Common structures include making regulatory approval a condition precedent to closing, holding part of the consideration in escrow pending approval, or structuring the deal as an asset purchase with a fresh licence application rather than a share purchase carrying the existing one. Which approach fits depends heavily on the jurisdiction’s specific change-of-control rules — there is no universal template.

Why early engagement with the regulator pays off

Many regulators will engage informally before a deal is signed to flag likely concerns with a proposed buyer or structure. Bringing the regulator into the conversation early — rather than presenting a signed deal and hoping for smooth approval — consistently produces faster, less contentious outcomes than treating regulatory approval as a formality to be handled after the fact.