RWK Goodman: Buy and Build Acquisitions in the UK Social Care Sector

The UK social care sector is seeing increased consolidation, as operators seek to scale by acquiring additional care homes, supported living services, and home care businesses. For care providers pursuing a buy and build strategy, legal due diligence isn’t just important, it is essential.

Unlike other sectors, social care businesses operate in a highly regulated, people-centric environment. That means legal risk does not just affect financial value, it affects people’s lives, compliance ratings, and the future viability of the group. Legal risk and regulatory risk go hand-in-hand. Buy and build success is not just about financial performance, it is about protecting service users, ensuring continuity of care, and upholding your group’s reputation.

Investing in robust legal due diligence is one of the most effective ways to make sure each acquisition supports your long-term mission rather than becoming a compliance headache.

Why Due Diligence Matters in Social Care Acquisitions

Every care provider you acquire brings with it its own regulatory history, CQC inspection outcomes, workforce structure, property arrangements, and contractual obligations.

Missed legal issues, whether it is an unresolved safeguarding matter, an invalid lease, or poor employment documentation  can result in regulatory sanctions, reputational damage, or integration delays that disrupt service delivery.

What to Prioritise in Legal Due Diligence

We work with operators across the social care sector to provide pragmatic legal due diligence that balances compliance, speed, and risk management. Here are some key areas we recommend focusing on:

1. Regulatory Compliance & CQC Status

Understanding the target’s CQC inspection history, registration status, conditions on the provider’s          registration, and any outstanding enforcement actions is critical. You must also assess whether the transaction itself triggers a registration change or notification requirement.

2. Employment, Staff, and Workforce Management

Care providers rely heavily on a stable, well-trained workforce. Employment due diligence should include contract reviews, TUPE implications, training and DBS checks, agency reliance, and any ongoing staff disputes, immigration complication, all of which could impact care continuity and reputational risk.

3. Property & Leasehold Arrangements

Many care homes and services operate from leased properties. Legal due diligence must identify break clauses, landlord consents, planning use classifications, and any compliance issues with fire safety or health and safety regulations.

4. Contracts & Local Authority Agreements

You will want a clear picture of the target’s funding arrangements, especially with local authorities or NHS bodies. This includes reviewing framework agreements, fee structures, and any clauses that could be affected by a change of ownership.   

5. Historic Claims & Insurance Cover

Social care businesses may be exposed to historic claims related to care quality, safeguarding, or health and safety. Reviewing litigation history, complaints, and insurance cover, including run-off policies is essential to ensure protection after completion. We can work with your insurance broker to ensure that suitable protections are in place.

Building a Scalable Legal Framework for Growth

A well-designed legal due diligence process is a strategic asset for operators looking to grow through multiple acquisitions. We help care providers build legal playbooks that include:

• A repeatable, sector-specific due diligence checklist;
• Specialist support on CQC and regulatory transfer planning;
• Red flag reporting focused on legal risks; and
• Guidance on integration of HR, policies, and governance post-completion.

This allows you to move quickly but with confidence as you grow your care group.

Growing Your Social Care Group?

We support social care operators with tailored legal due diligence designed for regulated environments.

Contact our social care legal teamto discuss your next acquisition and how we can support your buy and build strategy.