Mergers and Acquisitions Support

The numbers get checked. The people usually do not.

A merger or acquisition is among the few decisions where being wrong is expensive, public, and difficult to unwind. The financial and legal diligence is generally thorough, because it is well understood and there are established professionals to do it.

What tends to go unexamined is the human side of the transaction: who the principals are, what they have done before, who else stands behind the entity, and whether the management team you are counting on to deliver the plan intends to stay past completion. Deals that look sound on the numbers and fail in practice usually fail there.

We bring investigative capability to that half, on either side of the table, and on a timetable that fits a live transaction rather than one that assumes you have a quarter to spare.

What the work covers

Financial and legal diligence on a transaction is well served. Accountants examine the accounts, lawyers examine the contracts, and both are good at it. What routinely goes unexamined is everything that determines whether the thing you bought still works a year later: who the principals actually are, what they have done before, who else is behind the entity, and whether the management team you are counting on intends to stay.

We cover that half. Corporate background on the target — registration, structure, affiliates, undisclosed related parties, financial and legal history in every jurisdiction it touches. Personal background on the principals and senior management, including civil and criminal record, prior insolvencies and disqualifications, verified employment and credentials. And the relationships: who introduced the deal, who benefits from it, and whether any of them are politically exposed.

Where the counterparty is providing capital rather than receiving it, the same questions run in the other direction, which is the ground covered by pre-investment due diligence.

What we are not. We do not value the business and we do not advise on structure. Our findings go to the people who do. What we add is the part that is established by investigation rather than by document review — and it is usually the part that turns out to matter after completion.

How the engagement runs

Deal timetables are short, so scoping is where the value is decided.

1. Scoping to the decision

We establish what would actually alter your position — a finding on a principal, an undisclosed affiliate, a jurisdiction you had not priced — and scope to that. On a compressed timetable this is what makes coverage possible at all.

2. Corporate and personal background

The entity: registration, ownership, group structure, affiliated companies, and the financial and legal record in each jurisdiction. The people: the principals, the board, and the executives you are retaining, including record checks and verification of employment and credentials.

3. Verification, including the awkward calls

Records establish what was done. Counterparties establish how someone behaves when a deal turns against them, which is the better predictor of an integration. We speak to people who have been on the other side of the principals’ previous transactions.

4. Reporting to the timetable

Findings arrive before terms are fixed, separated into what is established and what is indicative, so they can be used in negotiation rather than filed after completion.

When to commission one

• Before heads of terms, where the diligence can still change price or structure.
• On any cross-border target, where local registries and local reputation are not accessible from your desk.
• Where the seller is unusually keen on speed, or the introduction came through a route nobody has examined.
• On a SPAC or any structure where the sponsor’s incentives and the investors’ diverge.
• Where you are retaining the management team — in which case an executive background investigation on the people you are keeping is the highest-yield check available.
• Before an acquisition in a market with meaningful corruption exposure, because successor liability is real. See FCPA consulting.

What you get

• A corporate report on the target: structure, ownership, affiliates, and financial and legal history.
• Personal reports on the principals and retained management.
• Findings on related parties, introducers and undisclosed interests.
• Anything that bears on integration — disputes, departures, obligations that survive the deal.
• A plain statement of what could not be established, and what more time would buy.

Straight answers

Can the seller prove their claims?
Some of them. The useful exercise is separating the claims that are verifiable from the ones that rest on the seller’s word, and making sure the second group is priced rather than assumed.

Who is actually behind the buyer or seller?
In most jurisdictions this is answerable, though rarely from a single registry. Where ownership is deliberately layered, the layering itself is a finding worth having before you sign. The same convergence principle applies as in our case study on a prospective investor: one adverse item is noise, the same behavior in three independent records is a finding.

Do their team show signs of deception in interviews?
Sometimes, and we are careful about this. Behavioural reading is a prompt to verify something specific, never a conclusion on its own. Anyone selling you certainty from an interview is overselling.

Is there time for this?
Usually more than people assume. Corporate and personal background on a defined set of names is a matter of days to a few weeks. It is the open-ended brief that does not fit a deal timetable.

What if we find something after signing?
Then the question becomes what you can recover and how, which is where asset searches and recovery support and litigation work begin. It is a considerably more expensive place to start.