Due Diligence in Mergers and Acquisitions

• A live webinar on due diligence in mergers and acquisitions for deal-doers: the trainer is an experienced M&A adviser
• Not ‘only’ about due diligence – places it firmly in the transaction context
• Focus on how best to make use of due diligence and apply the findings
• Illustrated throughout with recent, real-world examples
• Offers lessons which will go straight to value
• Links due diligence investigation and findings directly to the terms of the deal
• Tradecraft lessons which will be valuable to all practitioners

• Gain an introduction to the concept of due diligence
• Understand its significance and its place in the M&A process
• Consider the pros and cons of alternative methods of service delivery, such as vendor assist and vendor due diligence
• Develop an appreciation of how due diligence can support and challenge transaction pricing
• Study how due diligence findings interact with key legal terms - the SPA, disclosure, warranties and indemnities
• Explore the full range of due diligence areas, going beyond the standard financial/ tax remit and into commercial, strategic and other specialist service areas
• Focus on outcomes, case studies and specific learning experiences aimed at showing where diligence was at fault – and what other factors can cause deals to fail

The due diligence in mergers and acquisitions course trainer has worked on corporate finance and capital markets transactions for over thirty years, holding positions on the client side as well as leading advisory teams.

At the Department of Energy, he was a civil servant involved in the privatisation of British Gas, a global IPO involving a large advisory team. He also spent two years (1990-92) in the Hungarian Government privatisation agency working with many advisory firms, as the changing political environment triggered massive ownership change. He has worked in major investment banks (Swiss Bank Corporation International – now UBS - and Lazard) and also co-founded a successful M&A advisory boutique firm. In 2021 he retired from KPMG, where he spent 13 years in the firm’s global M&A business, based in Scotland.

His experience combines a broad range of M&A and equity transactions in North and Central America, Asia Pacific, and all the major European countries, plus, most recently, in Africa. His courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

Why do we need due diligence in M&A transactions? And how should we use it - to best effect?

Warren Buffett was famously disparaging about the need for detailed due diligence. Yet it’s a fact that many deal makers have overlooked material which, properly understood, would undoubtedly have affected their appetite for the deal - or, at least, the terms on which they choose to execute.

Academic studies suggest that over 70% of M&A deals fail in some way. Diligence, or the lack thereof, can be the culprit - but other factors are at play also.

In 2021, deal-making remains frenetic, and yet there is less certainty than ever, as businesses deal with one shock after another, and struggle to rebuild or reinvent themselves. Trading history is of limited value.

For all these reasons, we need due diligence more than ever - not more due diligence, but smarter and better diligence, with the focus completely revised to reflect the new business environment. This Redcliffe Training event brings M&A practitioners up to date with every aspect of how best to engage with due diligence: how to conduct it, where to look and what to look for, and how to incorporate the findings into our transactions. It is a vital update on making sure we make wise and proper use of due diligence - to get our deal terms right.

Due diligence is, more than ever, central to transactions. If it were ever a box-ticking exercise, it certainly is not one now. In 2021, the past history of a business, whilst interesting to understand, is no key to its future prospects.

Even on a small to medium-sized transaction (£20million or so), due diligence costs can exceed £500,000. Buyers know they need due diligence, but do they know how to get the best value for it? In 2021, buyers need to think afresh about where due diligence should focus, and the scope of the diligence services they need.

The main advisers - financial and legal - on transactions have a role to play too. The importance of directing the due diligence enquiries, and correctly interpreting the findings, go to the heart of any deal. Good advice to the client will add value and help ensure a successful outcome. Reports need to focus on what matters.

For their part, many diligence providers have a high sense of commercial awareness. They welcome the chance to discuss key findings with their clients and are consistently trying to make their reports relevant and commercially focused, feeding directly into the value of a transaction.

The course is therefore designed to help clients and their advisers to understand how to approach the due diligence aspects of a transaction. It will give attendees a better understanding of what due diligence entails, how to engage with diligence providers, and how to manage the due diligence process. Starting with an explanation of due diligence itself, the course considers how due diligence is procured, tours the growing range of areas covered by due diligence, and concludes by explaining how the due diligence findings link to other areas of a transaction.

There will be a strong emphasis on practical, real-world issues throughout, with key messages and learning points underpinned by examples from the trainer’s extensive experience.

Learning objectives

The due diligence in mergers and acquisitions training course is designed for anyone working in M&A, in particular those who may need to use due diligence in the course of their work.

We will cover:

• The origins and purpose of due diligence
• The ever-widening scope of diligence work
• Providers and delivery models
• Areas where due diligence may be called for
• How due diligence fits into a range of transaction processes
• The ways in which due diligence affects transaction outcomes

The intention is to develop understanding, awareness and sophistication on the part of due diligence buyers and users. For diligence providers, it will help them understand how their report fits into the overall transaction, which, for many, is a ‘black box’.