Mergers & acquisitions due diligence

• How will changes to peoples’ roles, responsibilities, and hierarchies inform the overall organization’s design?
• How will compensation and benefits programs that align to the future state vision be designed, implemented and rolled out to employees?
  
• What targeted actions must we take to align leaders, the business, and employees to create a seamless onboarding experience?

• How do we plan and prepare for Day One to minimize business disruption and enable IT connectivity between buyer and acquired company?
• How can we leverage the merger as a catalyst for IT transformation?
• How can we assess existing IT capabilities for access to new markets and operational improvements?

• What is the source of synergies and how are they quantified?
• What are the key Day One and post–Day One operating risks and priorities?
  
• What synergies are available (revenue, cost, tax, balance sheet, etc.)?
  
• Are appropriate plans in place to implement and capture synergies?

• What regulatory issues could threaten compliance or erode transaction value?
• How could potential regulatory changes affect the target’s ability to achieve projected growth?

• How will we protect company information and assets while integrating infrastructure and critical applications?
• Where are the acquisition’s IT security vulnerabilities?

• Is the purchase consideration complicated?
• Is the board protected through an outside opinion of value?
• Are the impacts of opening balance sheet valuation adjustments clearly understood?
• Will tax structuring require a thoughtful understanding of value to achieve maximum efficiency?

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• Do we have a tax-efficient structure to deliver the commercial objectives and investment basis of the transaction?
• Is there a globally coordinated approach for tax risk and controversy?
• Have we considered the tax implications as digital technology changes business strategies, models and supply chains?

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Companies can evaluate their entire product portfolio for potential technology and innovation opportunities, but they need a clear view on how a digital acquisition brings sustainable value, revenue accretion and customer retention.

Product strategy questions to consider:

• Do you have visibility on the research and development pipeline?
• What are the risks associated with the product pipeline?
• How will you support product development?
• How will you collect, analyze and utilize new levels of data?

Companies need to consider how they will incorporate new selling models, new customers that engage with their products in a different way, and more data to be collected and analyzed.

Commercial diligence questions to consider:

• What is the target’s go-to-market strategy, and how is it different from the buyer’s strategy?
• Who are the new customers, and what are the potential revenue streams?
• How will new products and services affect existing customers?
• How can the existing customer journey be enhanced in new channels?