Due Diligence in Mergers and Acquisitions

Redcliffe’s due diligence in M&A 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 background 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 M&A due diligence training courses draw deeply on case studies from transactions he has run, bringing practical examples to set alongside the theory.

Due diligence in mergers and acquisitions training is for people who use due diligence, and for diligence providers who want to understand how their due diligence reports feed into the deal. The focus is on how to commission and use due diligence, from a transaction leader’s perspective, supplemented by a run-through of some 20 due diligence areas, illustrating typical findings in each case.

Participants will:

• 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.
• Become aware of typical findings from each due diligence stream and how these ultimately influence the terms of the deal.
• Understand how forward-looking due diligence can contribute to post-deal success.
• This M&A due diligence training course will 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.

• This trainer is an experienced M&A adviser making this live due diligence in M&A training ideal for M&A professionals and deal-doers.
• This M&A due diligence training course is not ‘only’ about due diligence – it also places it firmly in the transaction context.
• Focus on how best to make use of due diligence and apply the findings.
• This course is illustrated throughout with recent, real-world examples.
• Due diligence in mergers and acquisitions training offers lessons which will go straight to value.
• Links due diligence investigation and findings directly to the terms of the deal.
• Tradecraft lessons will be valuable to all practitioners.

This due diligence in mergers and acquisitions course is a ‘must know’ for:

• M&A professionals at all levels, but especially those running transactions day-to-day and involved in due diligence management
• Business owners considering a sale
• Corporate, in-house M&A team members
• Private equity professionals who manage or oversee the execution of their firm’s deals
• Diligence providers who want a closer understanding of the M&A process, and how their due diligence transaction reports are likely to be used

And a ‘nice to know’ for:

• Legal and other advisers involved in the M&A process who seek a better understanding of the different ways due diligence fits into an M&A process – and how the findings may affect a transaction – in particular, but not only, in financial terms.

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 2024, 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 M&A due diligence training course 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, 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 2024, the history of a business, whilst interesting to understand, is no key to its prospects.

Even on a small to medium-sized transaction (£20 million 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 2024, 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. They consistently try to make their reports relevant and commercially focused, feeding directly into the value of a transaction.

In Beyond a Boundary, a book ostensibly about cricket; CLR James posed the question ‘What do they know of cricket, who only cricket know?’. This due diligence in mergers and acquisitions course takes this approach to due diligence: the introduction makes clear that due diligence is not a stand-alone product, but is intimately woven into the complexities of the M&A process.

This due diligence in M&A training is therefore designed to help clients and their advisers understand how to approach the due diligence aspects of a transaction. It will give you 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, this due diligence in M&A course considers how due diligence is procured, tours the growing range of areas covered by due diligence and concludes by explaining how the findings link to other areas of a transaction.

Due diligence in M&A training will provide 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

Redcliffe’s M&A due diligence training courses are 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
• How due diligence affects transaction outcomes

This due diligence in mergers and acquisitions course will 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’.