Tom Allen 
Many acquisitions are justified on the basis that they will create synergies – being when the combined post-merger integration value of two companies working as one is greater than the aggregated pre-merger value of both companies working independently (the concept of 1 + 1 = 3). Carefully managed, synergies can contribute to value beyond the sum of … Read more
Post-merger integration (PMI) is a fundamental stage to realizing the value of an M&A deal. It is a complex process, usually occurring under extreme time pressure while maintaining business continuity. There is no one-size fits all approach to successful post-merger integration. However, careful planning, focusing on the strategic objectives of the deal and the identification and … Read more
Environmental concerns are becoming an increasingly important part of M&A due diligence, yet they are still often overlooked. The key objective of environmental due diligence is the identification of all material environmental risks that may affect a transaction, either pre- or post-closing. Environmental issues can significantly impact the valuation of a transaction from the Acquirer’s perspective … Read more
IT due diligence should paint a clear picture of how technology helps the Target run its operations and whether there are any “deal breakers” that would cause the Acquirer to abort the transaction or to seek a price reduction (for instance, due to significant capital expenditure being required to upgrade IT systems). IT M&A due diligence is becoming increasingly … Read more
1. Tax Compliance The starting point of an M&A due diligence tax exercise should include a detailed assessment in order to determine whether the Target presents any compliance risks – this may include a review of all relevant tax filings and details of any open/closed tax inquiries with the relevant authorities. Taxes that fall under such an … Read more
1. Accounting Standards During the M&A due diligence process, it often becomes apparent that the Target has failed to comply with at least some accounting standards (for various reasons). Typical examples include the Target recognizing income on a cash basis (rather than an accruals basis) or recognizing revenue incorrectly (this is more likely if the Target has … Read more
As our article Enterprise Value Versus Equity Value – Determining The Final Value In Transactions outlines, the final price paid for the “Equity Value” of a company is often substantially different from the headline price or “Enterprise Value” initially agreed between the parties of a deal at the point the LOI is signed. The fundamentals behind Equity … Read more
An effective post-merger integration (PMI) process is critical to maximizing the potential value of a deal. While for many organizations hard facts relating to revenue and costs may lie at the heart of the PMI process, the less tangible human side of M&A can be equally as important. Indeed, in today’s era of M&A, intangible assets (people, … Read more
For companies looking to buy/sell, the deal value often forms the crux of negotiations. It is often a point of great contention, with the headline number of a deal value causing confusion amongst acquirers and sellers alike. The deal value will be outlined in the Letter of Intent (LOI) and will typically be made on the basis … Read more
As our recent article demonstrated an M&A strategy can help a company to expand, acquire new knowledge or technology, move into new geographical markets, or vastly increase output via one transaction. However, these benefits and opportunities often come at a significant cost to both the acquirer and target. A typical M&A deal will involve lawyers, accountants/corporate finance … Read more