M&A Risks Rise Without Pre-Closing Due Diligence

Financial Executive
09.15.10
In this article, James Tillen and Dan Wendt discuss the importance of pre-acquisition due diligence, explaining that if multinational companies and their boards forego pre-closing due diligence in reviewing the target’s compliance with the Foreign Corrupt Practices Act (FCPA), they take on potentially significant risk. The Department of Justice and the SEC now typically expect any company acquiring a target with international operations to conduct pre-closing FCPA due diligence, and boards and management should do so as well. Failure to conduct pre-closing FCPA due diligence introduces significant risk that could deplete the value of the deal; open the surviving entity to large penalties, fines and disgorgement of any ill-gotten gains; and expose the officers and directors to unwanted shareholder derivative suits.
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