Risk Oversight 175: 取締役会のM&Aデューディリジェンスへの注力の強化

In this issue of Board Perspectives, our intention is not to add yet another list of questions to the literature. Rather, our focus is to suggest the most important questions directors should ask during the due diligence process, starting with the fundamental question: what are we buying? With the context provided by answers to this question, we address six areas of interest during due diligence:

• Supply chain resilience
• Talent pipeline and retention
• Environmental, social and governance (ESG)
• Cybersecurity and data privacy
• Compliance with laws and regulations
• Integration effectiveness

In addressing the above areas, it is important to keep in mind the sustainability of the target’s governance plumbing. In this age of disruptive change, unexpected developments are the norm. Over the last two to three years, how has management reacted to unexpected speed bumps? How did they manage a crisis event? Penetrating questions addressing the resilience of the organization in responding to challenging issues and the unexpected can offer transparency regarding the target’s leaders and their values and behavior under fire.

While due diligence focuses on identifying risks, confirming relevant financial information and other facts, verifying or identifying critical deal points, reviewing existing contracts, and establishing a road map to address a transaction’s core issues via integration or separation planning, there are important questions and activities pertaining to the above areas that are germane after the deal is completed. These questions present opportunities for post-acquisition follow-up. We explore some of these questions in a supplement to this issue of Board Perspectives: www.protiviti.com/us-en/newsletter/bp175-board-focus-mergers-acquisitions-supplement.

(Board Perspectives — Issue 175)

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