M&A Compliance | Fieldfisher
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Mergers and Acquisition Compliance

M&A transactions require a high degree of discretion and sensitivity. A failure in this respect can lead to severe sanctions and - in the worst case - to the thwarting of the deal. For this very reason, the implementation of a mature compliance structure with the help of experienced and competent consultants is indispensable.

About M&A Compliance

On the buyer side, information about the seller and the target company should be obtained in advance of a transaction in order to identify risks at an early stage. In addition, a mandatory component of a functioning compliance management system of the buyer is the performance of a so-called compliance due diligence at the target company. If a transaction partner domiciled in the USA or Great Britain is involved, or if regulations such as the UK Bribery Act or the Foreign Corrupt Practices Act apply, the performance of an appropriate compliance due diligence is even mandatory for buyers. After completion of the transaction process, post-M&A compliance takes place in order to translate the identified compliance risks into the compliance system existing on the buyer side and to implement control mechanisms.

In the run-up to an M&A transaction, we offer you the possibility of a so-called Business Partner Assessment, in which we filter information about the reliability of your potential contractual partners. Within the scope of the compliance due diligence at the target company, we carry out specific due diligence analyses, which serve, among other things, to identify compliance risks that have already occurred, but also to assess possible future compliance risks. In doing so, we rely on a mixture of legal tech, the use of trained non-legal staff and the examination by specialized legal advisors. After completion of a transaction, we support you in translating the identified compliance risks into your compliance system.

The purchase or sale of companies or parts of companies (M&A) can entail considerable liability risks for all parties involved. Liability risks arise for potential transaction partners 

  • from the "whether" of the transaction, in which entrepreneurial discretion must be exercised dutifully, as well as 

  • the "how" of the transaction, in which infringements of legal and contractual obligations (e.g. confidentiality obligations, money laundering, antitrust and competition rules) must be avoided and contractual structures implemented with as few risks as possible. 

The seller may also be exposed to considerable liability risks in connection with corporate transactions. This applies in particular if guarantee and warranty risks are realized at the expense of the seller. For this reason, it is also advisable for the seller to carry out a compliance due diligence at the target company in the run-up to a transaction, then to manage the risks at an early stage and, if necessary, to price them in and finally to disclose them transparently to the buyer.

Range of Services

We advise our clients comprehensively in the area of M&A Risk Advisory & Compliance and offer the following services in particular:

  • Business Partner Assessment (reliability test)
  • Compliance Due Diligence at the target company
  • Detecting and stopping compliance violations 
  • Identification and evaluation of potential future compliance risks (e.g. through predictive coding)
  • Risk averse transaction structuring (including handling of regulations, tax effects, etc.) 
  • effective contract design, including risk transparency
  • Post-M&A compliance (integration of the target company's compliance risks into the buyer's compliance management system)
  • Representation in post-M&A disputes (active and passive)