Due Diligence has always been a daunting task even for the best deal makers. With travel restrictions and closed borders, due diligence procedures for both the buyers and sellers have drastically changed.  Here are four considerations for Due Diligence in the age of COVID-19: Leverage Virtual Tools – Due Diligence processes are sensitive and must […]

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Due Diligence is an integral part of any M&A process. Due Diligence is the research and analysis one company does in preparation for a business transaction, particularly regarding an acquisition. The overall purpose of due diligence is to ensure that there are no surprises when the transaction is complete and integration begins. Here are three […]

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In October 2017, four months after closing its $4.48 billion acquisition of Yahoo, Verizon announced that all three billion Yahoo accounts had been hacked in 2013. On October 23, 2018, Yahoo agreed to pay $50 million in damages to affected users. As the acquirer, Verizon will shoulder half the costs. Obviously, most of us would […]

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We generally recommend taking between 30 and 60 days to complete due diligence. We find this is enough time to complete a thorough evaluation of the business without letting the process drag on. Due diligence will include onsite visits with your internal team and your external team of lawyers, accountants, and your third party M&A […]

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Acquisitions can transform your company’s growth trajectory and set you up for long-term success. You may choose to use acquisition because your organic growth has stalled and hiring additional sales people or investing in R&D will not not help you achieve your business goals. Acquisition is fast and opens the door to many new growth options by bringing […]

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While it’s an important milestone, a signed letter of intent does not guarantee a successful acquisition. Just ask Pfizer who withdrew its $150 billion bid to acquire Allergan after signing a LOI. Pfizer ended up paying a breakup fee of $150 million. After the LOI is signed, you still have a few major steps to take before the acquisition […]

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One of the challenges of due diligence is that you often do not have access to all the data. Of course you want to know every last detail about the acquisition prospect so you can make the best decision. Unfortunately, the real world is never perfect. The prospect may have an incomplete or no record of the […]

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Yahoo says the private information of at least 500 million has been compromised due to a cyber-attack in 2014. In the biggest security breach to date, hackers gained access to sensitive information including names, emails addresses, telephone numbers, birth dates, passwords, and security questions. The security breach has ramifications not just for Yahoo and its […]

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During due diligence most companies will present you with their formal documents including HR manuals, procedures, financials and organizational charts. It’s not enough to rely on these documents alone; if you want to know what a company is really like, you’ll have to dig a bit deeper. One way to go beyond the surface is […]

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You’ve developed your strategy, identified the right markets, negotiated with the owner and papered the deal. If you think once you sign on the dotted line your job is done, you are mistaken. The M&A process doesn’t end when the deal closes. M&A is really a journey “from beginning to beginning” where the consummation of […]

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During formal due diligence, which typically begins after signing the letter of intent, you gain access to in-depth information and begin taking a closer look at the acquisition target. Traditionally the primary purpose of this stage of the M&A is to identify significant risks that could impact the terms of the deal or put it […]

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Culture is an important part of an organization, but it can be difficult to define. Unlike other areas, such as finance and operations, which have concrete metrics like revenue, EBITDA, and number of employees, quantitatively measuring culture can be challenging. Leaders often rely on their “gut” to understand another company’s culture, but this leaves an […]

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Q: How often are you able to bring together both buyer and seller functional personnel during due diligence? Some sellers might be sensitive to confidentiality and not open to bringing their personnel into the fold. A: When conducting due diligence, we advocate a functional approach, where leaders from the buyer’s organization meet with the seller’s. There […]

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Cultural due diligence is a critical task in the acquisition process. It exposes hidden problems and risks, but also may identify opportunities. However, if you do uncover red flags, you may need to reevaluate the deal. Sometimes you must simply call it off.  We have walked away from a transaction when due diligence revealed a […]

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Effective leadership plays a critical role in integrating companies following an acquisition. Challenges abound, for instance when disagreements arise between the executive team and the rest of the staff. How do you bridge the gap? Communicate painful decisions? Maintain calm during a period of change? As the leader of an integration process, you should: Be […]

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Culture can often be neglected simply because it is difficult to measure, especially when compared to hard facts such as number of employees or company revenue. After all, what constitutes a “good” culture? Definitions may vary from company to company and even among members of your own acquisition team. Despite this challenge, company culture should […]

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Culture clashes can make or break a deal. Just think about a few infamous deals that fell apart, such as the Time Warner-AOL merger in 2001. In Deals from Hell, Robert Bruner analyzes the reasons for failure in depth along, including examples of deals that failed due to cultural issues. In fact, cultural issues are […]

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It seems as though the employee vs. contractor issue is popping up all over the news. Virtual assistant startup company Zirtual just fired over 400 employees by email because the company couldn’t sustain its payroll once it converted contractors to employees. The Wall Street Journal has also highlighted the many startups that are now grappling […]

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Q: “What if the buyer and seller functional leaders do not match? How do you coordinate the two sides?” We take a functional approach to due diligence where we encourage your leaders from sales, marketing, finance, operations and other functional areas to meet with their respective leaders on the seller’s side. A functional approach ensures […]

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People are critical to the success of your company, and it’s no different in the business you are acquiring. But how can you go beyond the surface and find out what employees really think? It is doubtful employees will be completely open and honest when asked point blank, “Do you like your job?” One of […]

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