Pre-LoI Target Screening

Regulatory risk assessment for EU e-commerce acquisitions

Pre-LoI, outside-in: a risk assessment of your target's EU e-commerce compliance exposure (GPSR, DPP, EPR, DSA, Omnibus, UCPD, and CRD) built entirely from evidence the seller doesn't control, delivered before deal fever can bend your judgment.

We don't replace your due diligence. We aim it.

By the time the data room opens, two things have already happened.

Whether you're a PE fund, a search fund, or a corporate acquirer reviewing the European side of a target, the exposure is the same, and it rarely appears in the CIM.

01

The picture has been curated.

A well-run sell-side process isn't dishonest. It's selective. The seller decides what goes in, how it's framed, and which cut of the numbers tells the cleanest story. Everything in the room is true. The risk lives in what's absent, what's been averaged until the pattern disappears, and what's framed as a deliberate choice rather than a liability waiting to surface.

02

The clock has started.

Once you're in exclusivity, the incentives quietly invert. Fees are running. The team has been told to get it done. Your name is on it. Due diligence stops asking should we? and starts asking how do we get comfortable? Red flags become "manageable." The whole process is built to close, not to kill.

There is one window where you can still see clearly and act freely: before the LoI. That's the only moment we work in.

Two tiers, scoped to the size of the question.

Both draw on the same outside-in method: evidence the seller doesn't control, mapped against GP1–GP3 and EU regulatory exposure. What differs is depth.

Flash Screen

Fast & mid-sized targets

A risk audit and priority checks only: the fastest route to a clean pass, or a clear reason to dig deeper, before you commit more time to a target.

Ask about Flash Screen →

Full Screen

PE deals, typically 50–500 MSEK

The complete pre-LoI screen: a full observations ledger, the GP1–GP3 waterfall, and EU regulatory exposure, delivered as three concrete outputs.

  • The management-meeting questionnaire. Evidence-backed questions the CIM is structured never to prompt.
  • The risk-scoped DD brief. A risk rating per area, with a recommended depth of diligence for each.
  • The priority checks. The indications the evidence ranks strongest: where your diligence should look first, while they can still move the price.
Ask about Full Screen →

Outside-in. Evidence the seller doesn't control.

We reconstruct the target's true unit economics from the outside in, across the gross-profit waterfall: GP1 (product), GP2 (fulfilment, service, returns, payments), GP3 (marketing), plus the fixed-cost step-changes and compliance risks that sit outside the margin line.

Our evidence originates where the seller has no control: customer reviews audited for patterns of operational failure, live-site pricing and checkout mechanics, delivery performance, consent and advertising practices, and corroborating third-party data. Where what customers report diverges from what the room would show, that gap is the indication.

The output isn't a number we ask you to trust. It's a sharper set of questions, a clearer map of risk, and an honest early read on whether this deal deserves your LoI at all.

The method, applied.

A running record of the same outside-in analysis a target screen delivers: regulatory exposure and margin mechanics, mapped before the data room opens.

DSA

The Marketplace Enforces First: DSA Trader Traceability and the Marketplace-Dependent Target

What is DSA trader traceability? Article 30 of the Digital Services Act requires online marketplaces to verify a trader's identity and compliance self-certification before letting it sell, and to suspend traders whose information does not hold up. For a target with heavy marketplace revenue, the channel that carries the sales is now also the regulator with the fastest trigger.

Read →

Omnibus

The Permanent Sale: Fake Discounts, the Omnibus 30-Day Rule, and the GM3 That Resets at Close

What is the EU 30-day rule for price reductions? Under Article 6a of the Price Indications Directive, any announced discount must be measured against the trader's lowest price of the prior 30 days. A target whose conversion rate is built on inflated reference prices is booking the anchor's work as marketing efficiency, and that GM3 doesn't survive compliant pricing post-close.

Read →
All Insights →

It's a screen: directional, evidenced, early.

It informs a decision that stays yours, and focuses the real work that follows. It does not underwrite the deal, and it does not catch everything a full diligence will. It catches the things the room was never going to show you, while you can still act on them.

Tronvik provides regulatory risk assessment: not legal, financial, or investment advice. We map the exposure; your counsel and diligence team act on it.

How Engagement Works

No web forms, no interactive scripts. Contact starts with your buyer identity only: no target names, no company names, no URLs.

One email starts it: your buyer identity to info@tronvik.com. Tronvik runs an internal conflict check straight away; no target information is needed for either step.

Everything after that is standard and quick: a Master Mutual NDA, protecting both your pipeline intent and Tronvik's analysis logic, then a secure channel for target deployment. Deliverables follow within 7 business days of deployment, as an encrypted, password-protected PDF.

Frequently Asked Questions

What is pre-LoI target screening?

Tronvik delivers a pre-LoI screen of e-commerce acquisition targets, built from evidence the seller doesn't control. We reconstruct the target's true unit economics from the outside in: before you open the data room, before you sign the LoI, before deal fever can compromise your judgment.

What does Tronvik deliver?

It depends on the tier. Flash Screen delivers a risk audit and priority checks: the fastest route to a clean pass, or a clear reason to dig deeper. Full Screen delivers three outputs: (1) A management-meeting questionnaire: evidence-backed questions the CIM is structured never to prompt. (2) A risk-scoped DD brief: a risk rating per area, with a recommended depth of diligence for each. (3) Priority Checks: the indications the evidence ranks strongest, so your diligence tests them first, while they can still move the price.

What's the difference between Flash Screen and Full Screen?

Flash Screen is a fast first read: a risk audit and priority checks, built for a directional answer before you commit more time to a target. Full Screen is the complete pre-LoI screen: a full observations ledger, the GP1–GP3 waterfall, and EU regulatory exposure, delivered as the management-meeting questionnaire, the risk-scoped DD brief, and the priority checks together. Full Screen is scoped for PE deals, typically 50–500 MSEK.

How is this different from full due diligence?

It's a screen, not an underwrite. Tronvik's pre-LoI screen is directional, evidenced, and early. It informs the decision that stays yours, and focuses the real DD that follows. It does not replace your QoE, legal, or commercial due diligence: it aims it. The screen catches the things the data room was never going to show you, while you can still act on them.

Who is Tronvik for?

Any buyer of a business with EU e-commerce exposure: PE buyout funds, search funds, and corporate acquirers alike. Tronvik is particularly valuable when the target operates cross-border, relies on third-country supply chains, uses subscription or recurring-revenue models, or where conversion rates appear above-market.

What evidence sources does Tronvik use?

Evidence originates where the seller has no control: customer reviews audited for patterns of operational failure, live-site pricing and checkout mechanics, delivery performance data, consent and advertising practices, and corroborating third-party sources. Where what customers report diverges from what the data room would show, that gap is the indication.

How does engagement work?

One email to info@tronvik.com with your buyer identity starts it: no target names, no URLs, no web forms. What follows is standard and quick: an internal conflict check, a Master Mutual NDA, and a secure channel for target deployment. Deliverables follow within 7 business days.

How quickly does Tronvik deliver?

Within 7 business days of secure target deployment via post-MNDA channel. Designed to fit deal timelines, not audit cycles.

Screen your target before the data room opens.

One email starts the process. No web forms. No scripts. No target names until your MNDA is in place.

Screen a target →

Corporate email preferred · Response within one business day