Use case · M&A and joint ventures
Integrity exposure of the target's markets, before you sign.
Acquirers inherit more than assets. We analyse the compliance risk of the countries and sectors in which a target or joint-venture partner operates, so that deal terms, warranties and the integration plan reflect it.
The situation
Integrity risk is often assessed late in a transaction, if at all, and then mainly from documents the target chooses to share. The target's markets and sectors, however, can be analysed from public sources from day one.
Authorities expect acquirers to look at compliance before closing and to integrate the target's compliance programme afterwards. Misconduct at an acquired company can become the acquirer's problem, including under laws with extraterritorial reach.
Questions the analysis answers
- In which of the target's countries and sectors is integrity risk elevated, and for which focus areas?
- How have authorities enforced against companies with a similar footprint?
- Which public cases, investigations or fines are linked to the target's sector or direct competitors?
- Which sanctions, export-control and human-rights exposures come with the target's supply chain and customers?
- Which topics belong on the due-diligence request list and in management interviews?
- What should the first 100 days of compliance integration focus on?
Typical scope
The target's operating footprint: often several countries and one or two sectors. Before signing, the external module works without any access to the target. After signing, or with data-room access, the internal module adds the target's own records under NDA.
- Countries: all material operating and sales countries of the target
- Sectors: the target's core sector and the sectors of its key customers
- Focus areas: all seven; antitrust gains weight for horizontal deals
What you get
- Risk heatmap of the target's footprint, per focus area
- Case register for the target's sectors and direct competitors
- Prioritised red flags and questions for the data room and management interviews
- Input for warranties, indemnities and conditions precedent, for your deal counsel
- Priorities for post-closing compliance integration
Frameworks this supports
Pre-acquisition compliance due diligence and post-closing integration are recurring expectations of enforcement authorities.
- US DOJ Evaluation of Corporate Compliance Programs
- Contains a dedicated section on mergers and acquisitions: whether the company conducted pre-acquisition due diligence and how it integrates the acquired business into its compliance programme.
- US FCPA and other laws with extraterritorial reach
- Successor liability can attach to misconduct at an acquired company. Identifying high-risk markets early allows targeted diligence and remediation.
- ISO 37001
- Requires due diligence proportionate to bribery risk for transactions, projects and business associates, including joint-venture partners.
We provide risk analysis, not legal advice. Deal structuring and contractual protection remain with your transaction counsel.
Questions on M&A and joint ventures
Can you work before we have data-room access?
Yes. The external module relies on public sources only and can start as soon as the target's countries and sectors are known. The target does not need to know about the analysis.
Can you work to a deal timeline?
The timeline depends on the scope and is fixed in the proposal. Tell us the signing date when you request the scope and we will propose a scope that fits it.
Tell us the decision you are preparing.
Send us your countries, sectors and the context of the decision. We come back with a scope proposal: fixed scope, timeline and price.