Getting Your Company Ready for M&A Compliance Due Diligence

Who was the absolute worst general during the Civil War? While there are many worthy candidates for this dubious honor, on the Southern side my vote goes to General John Bell Hood. One of the prime proponents of the Southern attack and die strategy, Hood’s leadership led to the destruction of 90% of his Texas Brigade at Antietam.

But Hood is most famous for his utter destruction of the Army of Tennessee. In five months, from July to November of 1864 Hood unsuccessfully attacked Union General William T. Sherman’s army three times near Atlanta, relinquished the city after a month-long siege, then took his army back to Tennessee in the fall to draw Sherman away from the Deep South. Sherman dispatched part of his army to Tennessee, and Hood lost two battles at Franklin and Nashville in November and December 1864. There were about 65,000 soldiers in the Army of Tennessee when Hood assumed command in July. By January 1, there were only 18,000 men in the army. To top it off, it was not Sherman who burned Atlanta but Hood.

My thoughts turned to General Hood when I listened to a very interesting panel on Day 2 of the ACI FCPA Boot Camp about getting your target company ready to be scrutinized from the compliance context in mergers and acquisition (M&A) due diligence. On the panel were Alberto Orozco from PricewaterhouseCoopers (PwC), Joseph Burke, from Dell Inc., and Christina Lunders from the law firm of Norton Rose Fulbright.

Building on a fundamental theme from day one of the conference, Burke said that relationship building is also important in the M&A context, from the perspective as a buyer. Representing an acquirer, the key questions from his perspective were two-fold: whether or not we trust the company we are looking at and how will they integrate into our company? He believed that trust is what gets the deal done or does not ...

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