A previous article proposed employing the proactive investigative approach used by law enforcement in organized crime investigations as a way to pre-empt fraud and abuse in the corporate setting.[FOOTNOTE 1] The article emphasized that rather than reacting to misconduct after it occurs, corporations should undertake an ongoing review designed to identify and eliminate vulnerabilities before they develop into full-blown problems.

Is there a place for such an approach in the mergers and acquisitions context? The case is made out below that general counsel, through outside counsel and forensic consultants where warranted, should employ a post-transaction review of a newly acquired business entity not only to eliminate vulnerabilities but to create a unified compliance culture.

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