M&A legal due diligence – anti-corruption, anti-money laundering, sanctions, and criminal and regulatory risk – is now an integral feature of corporate transactions, and its importance only increases as governments and international regulators expand their enforcement efforts.
Numerous questions abound – can the consequences of bad conduct be inherited by the acquirer? What is the risk that past misconduct will continue post-acquisition? When the purchaser finds less-than-perfect compliance systems, but no evidence of actual misconduct, how can the risk of the unknown be mitigated? If actual past or ongoing crime is discovered, can it be addressed and the liability contained, pre-closing? If not, what potential consequences may exist post-closing?
