M&A due diligence
Merger and acquisition activity prompts many questions and in the first instance much of the focus is usually on financial matters and the prospects for a positive revenue stream, or the complementary synergies of a firm that is a target for acquisition.
Sanctions and export compliance matters should not be overlooked when contemplating an acquisition of, or merger with, another business.
Aquisitions & Mergers
Whilst generally under English law, an acquiror is not criminally liable for past transgressions of a successfully acquired business, there are various related responsibilities that make it prudent to be as thorough as possible when evaluating any target.
Furthermore, when any party to such a deal has international connections (especially to the US), the reasons for exercising good due diligence are even more compelling.
The rules concerning ‘successor liability’ in the United States mean that should any malpractice come to light after a deal is closed, the acquiring organisation is legally responsible for such activities.
What's
Covered
In M&A
Due Diligence?
In the sanctions and export compliance space, M&A due diligence covers many areas including a look back at the recent history of the target.
Better to find out prior to closing a deal that there have been oversights and omissions in export compliance matters rather than happening upon it sometime after the ink is dry on the deal.
Some obvious areas of sensitivity include the nature of business conducted and what countries have been involved.
What approach a target has taken to product classification and licencing is reasonably easy to determine but what about the degree of research applied to restricted party screening, or the supply chain?
Beyond this an acquirer should get a good insight into the range of processes and procedures employed by a target and to what extent these are embedded throughout the business, or is it all left to a single employee to manage?
With previous experience supporting sanctions and export compliance aspects of M&A activity for a large multinational corporation we can give you specific, targeted and systematic help in evaluating what is appropriate for any deals you may be considering in order to ensure you have covered what really matters.
A preliminary conversation early in the process can be highly beneficial in catching significant items early on as well.
Other Areas Of Expertise
Export classification
Export classification is the bedrock of having confidence in compliant exporting
Impact of US export regulations
The United States implement international trade compliance regulations through several different government organisations.
SanctionS & Embargoes
Sanctions and embargoes are currently in place against more than 30 countries around the world.
Internal compliance
Based on our years of experience in industry working with such programmes, MJ Trade Advisory can review your existing set-up.
Due Diligence
Conducting effective due diligence and RPS requires making a judgement about what is most effective
Audits
Auditing is a fundamental part of maintaining a good compliance programme.
