M&A Background check is the process of gathering and analyzing information about a person or organization to assess their credibility, business history, reputation, and potential risks associated with collaboration. This type of procedure is widely used in various fields, including due diligence processes related to mergers and acquisitions, as well as in assessing the credibility of business partners.
Case Background
A foreign investor interested in purchasing a Polish company approached a renowned law firm in Poland. He wanted to acquire the company but had doubts about the future management. The investor already had two basic types of due diligence – legal and financial. However, planning to keep the current management after the acquisition, he needed additional verification of the credibility and business history of the company’s president and vice president.
Intending to purchase 50% of the shares from the president and 50% from the vice president, the investor wanted both managers to remain in their positions for at least two years. This was to ensure stability and continuity in managing the company. Therefore, there was a need for a thorough check of their professional background to avoid potential risks associated with their past activities.
Solution
The law firm, knowing about our company specializing in M&A background checks, commissioned us to conduct an additional check on the company’s management. Our team was tasked with conducting a comprehensive analysis, including:
- Opinions about the president and vice president as employers and the quality of company management.
- Potential negative opinions regarding the company’s products or services.
- Business histories of both management members, including previous companies they established and dissolved.
- Possible conflicts of interest, such as the existence of competitive firms run by their family members.
- The reputation of the management members in the business environment, including their activity on social media.
M&A Background Check Process
We started working by gathering information from various external sources. An important element was the anonymity of the entire process – the management members being checked were not informed about the ongoing investigation. As a detective agency, we have legal grounds to verify individuals and gather information without their consent. This allowed us to accurately and independently analyze potential risks.
- Checking Opinions and Reputation: We examined opinions from job portals and services like Google to find out how the company is perceived by employees and customers. We searched for information that could indicate problems in management and the quality of products or services offered by the company.
- Business History Analysis: Our verifiers analyzed the professional history of the president and vice president, checking their previous affiliations with various companies. The goal was to determine whether companies managed by them in the past had financial or legal problems that could indicate a risk for the new investor.
- Conflict of Interest Verification: We analyzed whether there were competitive firms run by the president and vice president’s surroundings (e.g., among their family members). The aim was to eliminate the risk that valuable contracts and assets could be transferred to other entities controlled by the same individuals after the company’s acquisition.
Results
The analysis revealed several significant risks:
- Reputational Risk: It was discovered that one of the management members ran an anonymous social media account where he published vulgar and offensive political content. Such behavior could damage the company’s reputation, especially as it provided services to state-owned companies. Negative opinions could affect business relationships and lead to the loss of contracts.
- Operational Risk: The professional history of the second management member showed that two out of three companies he previously managed were liquidated shortly after being sold. The pattern suggested that the management members might aim to extract valuable assets from the company before fully leaving, which could lead to its collapse, enriching themselves after the sale.
Investor’s Decision
Based on our report, the investor decided to change the acquisition strategy. Instead of buying the entire company, he decided to purchase only a part of the shares. This way, he could continue to develop the company and influence it while minimizing the risk associated with the management’s activities. This step allowed the investor to secure his interests and avoid potential financial losses.
Summary
This example shows the importance of conducting a comprehensive M&A background check, which includes not only legal and financial aspects but also investigative ones. The information obtained by our analysts allowed the investor to make an informed decision, minimizing the risks associated with the acquisition and further management of the company. This enabled the investor to modify his plans and reduce the risk associated with the investment, which is crucial in merger and acquisition processes.
Author: Kamil Pastuszka
*Customer data has been anonymized before publication.
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