Golden Checklist: 5 Key Steps for a Smooth M&A Transaction
Mergers and Acquisitions (M&A) are always strategic and challenging moments for companies, sellers, and investors alike. One thing is certain: behind every successful deal, there is always a carefully structured process and a well-aligned multidisciplinary team.
If you're preparing for a transaction — or simply want to better understand what makes a deal safer and more predictable — here’s a concise list of essential steps to avoid unpleasant surprises and ensure everything goes according to plan.
1. Organization Is Everything: Be Prepared Before Due Diligence Begins
Before opening up your data room for due diligence, the company must get its house in order. Contracts, corporate records, accounting documentation, regulatory compliance matters, labor and employment issues — everything must be updated, complete, and easily accessible. Due diligence can be demanding, but with solid preparation, the process becomes significantly more efficient.
2. Due Diligence Is About Risk Assessment
More than a checklist of documents, due diligence is a risk analysis tool. It’s designed to identify real risks within the business and guide the negotiation process. Issues discovered during this phase can impact the valuation, affect contractual provisions (especially representations and warranties and indemnification clauses), or even compromise the viability of the deal. That’s why this stage must be led with a sharp legal and strategic mindset.
3. Tailored SPA: Clear Contracts Prevent Disputes
The Share Purchase Agreement (SPA) must accurately reflect the negotiated terms. Clauses regarding representations and warranties, indemnities, conditions precedent, and price adjustment mechanisms must be tailored to the specifics of each transaction. Avoid generic templates — each deal is unique and deserves individualized attention.
4. Clear and Continuous Communication
Ongoing communication among the legal, financial, regulatory teams, and leadership of the involved parties is critical — while, of course, maintaining strict confidentiality. Communication breakdowns or misaligned expectations are often sources of rework, delays, or worse, post-closing disputes.
5. Plan the Post-Closing Phase from Day One
Closing the deal is not the end — it’s the beginning of a new phase. Topics such as operational integration, strategic communication, post-closing obligations, and follow-up on potential contingencies must be considered from the very beginning. Anticipating post-closing needs is key to ensuring the long-term success and sustainability of the transaction.
