In today’s global environment, legal due diligence is
not simply a procedural hurdle. It is a key component
of any international M&A deal. Enforcement efforts
by regulators worldwide and the political demands
for corporate accountability are at an all-time high and
must be considered in corporate acquisitions or restructurings.
M&A deals can create, or transfer to the successor
company, not only liability for violations by the
target company, but also the concomitant costs—both
reputational and pecuniary—of any subsequent investigation
and enforcement action. This means that a target
company’s true value cannot be determined without
considering all the relevant legal issues, and it makes
legal due diligence an essential step in any cross-border
U.S. anti-bribery and antitrust laws present particularly
important issues given their international reach,
the specter of successor liability and U.S. regulators’ active
role in cross-border enforcement. Non-U.S. companies,
whether incorporated in Asia, Europe or elsewhere,
must be aware of the issues these laws present
and tailor their legal due diligence protocols appropriately
to assess the risks.
Reproduced with permission from Corporate Accountability Report, 13 CARE 01, 01/02/2015. Copyright 2015 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com.