The Delaware Letter: Why Private Equity Sponsors and Portfolio Companies Are Taking a Fresh Look at Unclaimed Property Risk

What if your next compliance risk is not showing up on your financial statements?

Key Takeaways

• Unclaimed property exposure often remains hidden until a transaction, audit, or state inquiry occurs.
• Acquisitions can introduce historical liabilities not identified in traditional due diligence.
• Multiple legal entities and legacy systems can make exposure difficult to quantify.
• Delaware announced VDA invitation campaigns during April 2026 and August 2026.
• Early assessment provides greater flexibility and can reduce future disruption.

For many private equity sponsors and portfolio company executives, the most significant risks are visible. Unclaimed property is different. Potential exposure can remain unnoticed until a state inquiry, transaction diligence exercise, or regulatory review brings it to the forefront.

Recently, many organizations and advisors have observed increased unclaimed property outreach activity from Delaware. That’s because of a state inquiry. Delaware publicly announced Voluntary Disclosure Agreement (VDA) invitation campaigns for April 2026 and August 2026.

For private equity-backed businesses, acquisitive companies, and organizations that have experienced significant growth or system changes, these notices serve as an important reminder: Understanding historical unclaimed property exposure before receiving a state inquiry is preferable to evaluating risk under a regulatory deadline.

The question is not whether unclaimed property creates risk. The question is whether your organization has sufficient visibility to understand unclaimed property before someone else asks the question.

Unclaimed Property Risk Rarely Appears on a Deal Summary

Private equity firms rightfully devote significant attention to revenue quality, working capital, tax exposure, cybersecurity, and operational performance. Yet unclaimed property often receives far less attention, even though business liabilities can accumulate quietly over time through outstanding checks, customer credits, refunds, unidentified remittances, and other dormant obligations.

Bringing unclaimed property into the diligence process can help sponsors identify overlooked liabilities before they affect deal value or post-close integration.

Why Acquisition Activity Creates Additional Unclaimed Property Complexity

Every acquired business brings its own accounting practices, record retention methods, legal entities, and compliance history. As organizations focus on integration and growth initiatives, unclaimed property reviews may receive less attention, creating future challenges when records need to be reconstructed. The prior organization's risk carries forward to the new organization.

Reviewing these obligations early can help buyers identify inherited exposure before it disrupts integration, compliance, or a future transaction.

The Hidden Risk of Unknown Unknowns

A lack of state inquiries does not necessarily indicate limited exposure. A proactive review may uncover previously unknown risks, including:

• Legacy legal entities
• Dormant balances
• Inconsistent reporting histories
• Gaps in record retention

Again, identifying these issues early gives organizations more time to assess potential exposure and address compliance gaps before a state inquiry or transaction creates added urgency.

What To Do If Delaware Contacts Your Organization about Unclaimed Property

Review the scope of the inquiry, gather key stakeholders, evaluate historical records, assess potential exposure, and develop a coordinated response strategy. This may require outside guidance.

EisnerAmper Can Help

EisnerAmper assists clients with unclaimed property risk assessments, M&A due diligence reviews, exposure quantification, compliance program development, audit readiness, voluntary remediation strategies, and ongoing compliance support.

Looking Beyond Compliance

Leading organizations increasingly view unclaimed property as part of a broader governance, risk management, and transaction-readiness strategy.

Final Thought

Private equity sponsors are experts at creating enterprise value. Understanding inherited compliance obligations is an important part of protecting it. Contact EisnerAmper Unclaimed Property Services using the form to discuss a confidential assessment.