Due Diligence & M&A Cross-Border
Due Diligence & Cross-Border M&A
Financial, Tax, Legal, Labor, IT and ESG Due Diligence for acquisitions, divestitures, joint ventures and capital raisings at the national and international level.
Financial, Tax, Legal, Labor, IT and ESG Due Diligence for acquisitions, divestitures, joint ventures and capital raises at national and international level.
Types of Due DiligenceDue Diligence types
Financial DD
Quality of results (QoE), EBITDA normalization, net debt and working capital.Quality of Earnings (QoE), EBITDA normalization, net debt and working capital.
Tax DD
Historical and future tax risks, contingencies, transfer pricing and structuring.Historic and forward tax risks, contingencies, transfer pricing and structuring.
Legal DD
Companies, contracts, litigation, intellectual property, licensing and regulatory matters.Corporate, contracts, litigation, IP, licenses and regulatory.
Labor DD
Labor liabilities, collective agreements, compensation plans and litigation.Labor liabilities, collective bargaining, compensation plans and litigation.
Compliance DD
AML/CFT, FCPA/UKBA anti-corruption, OFAC sanctions and ethical conduct.AML/CFT, anti-bribery FCPA/UKBA, OFAC sanctions and ethics.
IT / Cyber DD
Architecture, cybersecurity, data privacy (GDPR, LGPD) and technical debt.Architecture, cybersecurity, data privacy (GDPR, LGPD) and technical debt.
ESG DD
Environmental, social and governance risks aligned with GRI / SASB / TCFD.Environmental, social and governance risks aligned with GRI / SASB / TCFD.
Operational DD
Supply chain, industrial KPIs, synergies and 100-day plan.Supply chain, industrial KPIs, synergies and 100-day plan.
Our approachOur approach
- 1. Scoping1. Scoping
Definition of scope, materiality, and team by workstream.Scope, materiality and team by workstream.
- 2. Request list2. Request list
Bilingual checklist and virtual data room.Bilingual checklist and virtual data room.
- 3. Analysis3. Analysis
Q&A with management, key interviews and data analytics.Management Q&A, key interviews and data analytics.
- 4. Red flags & deal breakers4. Red flags & deal breakers
Preliminary report to the committee and price adjustments/guarantees.Preliminary report to deal committee and price / warranties adjustments.
- 5. Final Report & SPA Input5. Final report & SPA input
Executive report and annexes, inputs for SPA and integration plan.Executive report and appendices, SPA inputs and integration plan.