Due diligence for assets that are changing underneath the deal
Why commercial, operational and technology diligence must increasingly test future scenarios rather than validate historical performance.
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M&A strategy
Shape M&A strategy from portfolio rationale and target priorities through diligence, value creation and integration.
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Articles
Integration is where the deal thesis gets tested
How post-merger operating choices, synergy discipline and organizational readiness determine whether expected transaction value reaches performance.
Read articleFocus
Cross-border M&A adds geopolitical and operating complexity to ordinary deal risk
Regulation, culture, market access, capital controls and integration conditions can materially alter transaction economics.
A deal thesis should explain why ownership creates more value than any alternative
The logic must connect strategic need, target characteristics, economics and the specific advantage of acquiring rather than building or partnering.
Strategic challenges
When is ownership actually necessary to achieve the strategic objective?
The challenge is choosing the least restrictive route that still provides the capability, control and economics the business needs.
Which assumptions could cause the deal thesis to fail?
The challenge is identifying where downside comes from before valuation, momentum and confirmation bias narrow the decision.
POV
A carve-out is not complete when ownership changes; it is complete when dependency ends
Separation should be judged by operational independence, not by the legal date on which the transaction closes.
A good target can still be the wrong acquisition for an unprepared buyer
Deal quality depends partly on the acquirer's ability to absorb complexity, not simply on the attractiveness of the asset.
Strategic impact
Failure analysis makes critical deal assumptions easier to challenge
Testing downside pathways helps leadership identify where the transaction is most exposed to execution, market or integration risk.
A structured build-partner-buy view makes strategic alternatives comparable
Assessing control, speed, economics and dependency helps leadership avoid defaulting to acquisition when another route is superior.
What we observe
Target assessment often relies too heavily on seller-defined information
Formal materials naturally emphasize strengths, while structural weaknesses, dependencies and strategic constraints may sit outside the process.
Cross-border deals often price the asset before pricing jurisdictional complexity
Foreign ownership rules, integration limits and political exposure can alter value even when the target itself remains attractive.