This curriculum spans the full lifecycle of merger and acquisition due diligence and integration planning, equivalent in scope to a multi-workshop program supporting a cross-functional integration team preparing for a complex, cross-border acquisition.
Module 1: Defining the Scope and Objectives of Due Diligence
- Selecting which business units, geographies, and functions to include in due diligence based on strategic intent and integration priorities.
- Deciding whether to conduct full-scope due diligence or targeted reviews based on deal size, risk profile, and timeline constraints.
- Assigning leadership roles between internal teams, external advisors, and functional subject matter experts for each workstream.
- Establishing criteria for materiality thresholds that determine which findings require escalation or remediation.
- Aligning the level of diligence with the acquisition structure—asset vs. stock deal—and associated liability exposure.
- Setting protocols for data access, confidentiality, and information sharing between buyer and seller teams.
Module 2: Financial and Valuation Assessment
- Adjusting EBITDA for non-recurring items, related-party transactions, and owner perks to reflect normalized earnings.
- Reconciling GAAP financials with management accounts to identify inconsistencies in reporting practices.
- Evaluating the sustainability of revenue streams by analyzing customer concentration and contract renewal rates.
- Assessing the adequacy of working capital levels and determining appropriate post-closing adjustments.
- Modeling synergies with explicit assumptions on cost savings, revenue uplift, and timing of realization.
- Stress-testing valuation models under different macroeconomic and operational scenarios to assess downside risk.
Module 3: Legal and Regulatory Due Diligence
Module 4: Operational and IT Systems Integration Analysis
- Mapping core enterprise systems (ERP, CRM, HRIS) to identify redundancies and compatibility issues.
- Assessing data quality, integrity, and availability across systems for post-merger reporting needs.
- Deciding whether to migrate, retire, or maintain legacy systems during the integration phase.
- Identifying critical third-party vendors and evaluating contract terms for continuity and cost.
- Planning for IT service desk consolidation and user support during system transitions.
- Establishing data governance standards for master data management post-close.
Module 5: Human Capital and Organizational Assessment
- Conducting headcount validation and identifying role overlaps across functions and geographies.
- Reviewing compensation structures, bonus plans, and equity arrangements for alignment and disparity.
- Assessing cultural fit through leadership interviews and employee survey data, where available.
- Determining retention needs for key personnel and structuring stay bonuses accordingly.
- Evaluating compliance with labor laws in jurisdictions with collective bargaining agreements.
- Planning communication sequences for employees, including timing and messaging ownership.
Module 6: Tax and Accounting Implications
- Choosing between purchase accounting methods (e.g., acquisition vs. pooling of interests, where applicable).
- Allocating purchase price to assets and liabilities for tax and financial reporting purposes.
- Assessing the tax efficiency of the deal structure, including jurisdictional implications and withholding taxes.
- Identifying net operating losses and evaluating their utilization potential post-acquisition.
- Coordinating with auditors on required disclosures and pro forma financial statements.
- Reviewing transfer pricing policies and documentation for intercompany transactions.
Module 7: Risk Management and Contingency Planning
- Developing a risk register that prioritizes integration risks by likelihood and impact.
- Establishing fallback plans for critical path items such as system cutover or regulatory approval delays.
- Setting up a deal oversight committee with clear escalation protocols for issue resolution.
- Defining key performance indicators to monitor integration progress and financial performance.
- Implementing controls to prevent talent attrition during the pre-close and post-close periods.
- Conducting scenario planning for market disruptions that could affect synergy realization.
Module 8: Pre-Close and Day-One Readiness
- Finalizing the integration project plan with assigned owners, milestones, and resource requirements.
- Securing board and regulatory approvals and ensuring all conditions precedent are satisfied.
- Preparing Day-One playbooks for critical functions including finance, HR, and IT.
- Validating data migration test results and confirming backup and rollback procedures.
- Coordinating legal entity changes, bank account consolidations, and tax registrations.
- Aligning branding, communications, and external messaging for launch on Day One.
