Strengthen the M&A Process With Software Tools In this webinar, attendees will gain invaluable insights into the crucial role of entity management in the mergers and acquisitions (M&A) landscape. Learn the essential features and functionalities of software that streamline and enhance the efficiency of corporate transactions. Discover how entity management software empowers organizations to effectively manage entity data, ensure compliance, mitigate risks, and optimize post-merger integration processes. Don't miss this opportunity to acquire practical knowledge and best practices to maximize the success of your M&A endeavors. What We Covered: -The phases of due diligence and how they affect stakeholders, parties, and different teams. -The risks associated with improper due diligence (compliance, regulatory, and hidden liability risks.) -Tips for successful M&A preparation -And more!

1. M&A Must Haves:
Why Entity Management
Software is Business-Critical for
Due Diligence

2. Rosy Lopez Gross
International Operations Senior Consultant
Meet the Hosts
Megan Britt, JD
Solutions Consultant

3. About Athennian
Athennian is a modern subsidiary
governance platform that powers legal
and business teams to be transaction,
audit, and compliance ready.
Transaction, Audit, & Compliance
Ready

4. Before We
Get Started
1
2
3
You will receive an email with
a link to download the full
slide deck & recording.
Please submit questions
via Zoom for a Q&A
session.
This webinar is informational
and not to be considered legal
advice.

5. Understanding M&A Due
Diligence
What We
Will Cover:
The Risks of Poor Due
Diligence
M&A Best Practices
Software Benefits
Q&A

6. 01
Understanding M&A Due
Diligence

7. Phases of Due Diligence
Financial
● Financial Statements
● Accounting Practices
● Financial Health
Operational
Commercial Management
& Cultural
Legal
● Market Position
● Competitive
Landscape
● Growth Prospects
● Manufacturing
Processes
● Supply Chain
Management
● IT Systems
● HR
● Management Team
● Corporate Culture
● Employee Relations
● Corporate
Organization
● Management
● Capital Structure
● Legal (General)
● Real Estate

8. Who’s
Involved?
Buyer’s in-house legal team or
third-party
Legal Advisors
Financial experts in the areas of the
buyer’s and sellers industries.
Financial Analysts
Industry SMEs, Tax specialists, HR
representatives, environmental
consultants, IT and Technology.
Other as needed
CEO, CFO & Other relevant
executives
Acquiring Company’s
Management
Target Company’s
Management
CEO, CFO & other relevant
executives

9. The Process
Check-list as preparation tool:
Internal teams review contracts, financial
statements, market trends, operational
processes, and more to identify:
● Potential risks
● Synergies
● Value drivers
This helps identify:
● Uncover crucial information
● Validated assumptions
● Assess target’s fit within the acquiring
strategic objectives
Athennian’s Due Diligence Checklist for M&A

10. Why is this important?

11. Why is this
Important?
● Risk Mitigation
● Informed Decision-Making
● Valuation Accuracy
● Legal and Regulatory Compliance
● Post-Acquisition Integration

12. 02
The Risks of Poor Due
Diligence

13. Financial Risk Legal Risk Operational Risk Regulatory Risk

14. Loss of COmpetitive
Advantage
Missed Opportunities
Time and Resources
Constraints
Inadequate Information
Sharing Technology
Poor Due Diligence
Preparation

15. Case Study: Holcim Payments
to ISIS in Syria

16. 16
At-A-Glance
The Situation
Holcim launched an internal investigation in
2016 after scrutinizing the Syrian business
practices. It was revealed that the Syrian
entity had paid $10.24 million to ISIS to
maintain access to its plant there.
The Problem
Lafarge invested in Syria in the early
2000s. Despite the risks, Lafarge
continued to operate in Syria during the
conflict. In 2015 Lafarge was acquired
by Holcim.
In 2018 the company was indicted in
France, damaging the reputation. In 2022,
the organization agreed to pay a $777.8
million fine in a US Court. Parent
company Holcim’s shares dropped 3%
and trading ceased.
The Result

17. 17
How this could have been
avoided:
1.
Most corporate scandals and criminal
activity occurs at the subsidiary level
creating operational and strategic risk
for parents.
Governance and
oversight at the
subsidiary level
2.
Events such as this cause buy-side
capital markets to increase scrutiny in
due diligence on subsidiary
governance increasing the importance
of strong governance and
record-keeping practices.
Due diligence
scrutiny

18. Case Study: X Corp. & Twitter

19. 19
At-A-Glance
The Situation
Musk made an unsolicited and non-binding
offer to Twitter to purchase the company
and take it private. Twitter's board accepted
the buyout offer for $44 billion. The deal
was closed in October 2022.
The Problem
To date, Twitter has been rebranded as X.
Results post-acquisition are yet to be
Known and evaluated.
The Result
Musk tried to pull out of the deal and
Twitter sued to force him to complete it.
Musk decided against undertaking a full
due diligence process before signing a
merger agreement. Acquisition was
completed at the end of October.

20. 20
How this could have been
avoided:
1.
If Musk had completed in-depth
due diligence, then he might have
spotted the potential issue with
the bots and could have
negotiated a new price for the
deal that also took into account
the market downturn in the tech
sector. He might also have
avoided the raft of
post-acquisition problems he has
since run into.
Complete Operational
Due Diligence
2.
Musk failed to take a long-term
view of the market size and
conditions. Musk's hands-off
approach to due diligence and
saying that he didn't concern
himself with the economics of the
deal, left him in a very difficult
position.
Complete Commercial Due
Diligence

21. 03
Due Diligence Best
Practices

22. Best Practices
PREPARATION
● Develop a
comprehensive due
diligence checklist.
● Perform cultural
compatibility
assessment.
● Adhere to a
systematic and
detailed approach
● Maintain open
communication
among
stakeholders
● Create a
comprehensive
integration plan.
● Conduct
post-integration
reviews.
IN PROGRESS POST M&A

23. Best Practices
Invest in a Central
Source of Truth ✔
● Utilize Entity
Management Software
Seek Out the
Experts ✔
● Legal and Compliance
Expertise
● Independent Third-Party
Review

24. 04
Software Solutions: A
Central Source of Truth

25. Entity
Management
Impacts
everything

26. Data Consistency
● No more scavenger hunts
● Reduces the chances of conflicting
or outdated information

27. Improved Decision
Making
● 360° view of foreign operations
● Full visibility into ownership
structures, documents, and data.

28. Exemplary
Collaboration
● All parties are operating on the
same platform.
● Fosters knowledge sharing
● Reduces misalignments

29. Effective
Compliance &
Governance
● Eliminates data silos
● Facilitates audits & regulatory
reporting

30. S & b
Scalability &
Agility
● Easily accommodate new entities,
markets, and subsidiaries.
● Keeps record of historical entity
information (dissolutions, etc.)
● Keep reusable documents live (e.g,
proof of residence, notarized
information)

31. Q&A

32. THANK YOU
Linkedin
Rosy Lopez
Gross
Linkedin
Megan
Britt