Report from 19th Annual IBA Anti-Corruption Conference – Panel 8

Eric Mayer

GSK Stockmann, Munich

eric.mayer@gsk.de

Ann Sultan

Miller & Chevalier, Washington, DC

asultan@milchev.com

The eighth panel discussed compliance due diligence in mergers and acquisitions (M&A) transactions, from the perspective not only of anti-corruption, but also environmental, social, and governance (ESG) topics. Ann Sultan (Miller & Chevalier, United States) and Eric Mayer (GSK Stockmann, Germany) moderated a panel that included in-house and external compliance professionals and attorneys: Ian Afful (Chief Compliance Officer Mercedes Benz Mobility and Head of M&A Compliance, Mercedes Benz Car Group, Germany), Francesca Petronio (Partner, Allen & Overy, Italy), Frederick Ratliff (Managing Counsel, Shell, United States; Corporate Counsel Forum Liaison Officer), and Yulia Zhukova (General Counsel, RTP Global, United Kingdom).

The panelists began by sharing some of the pitfalls and risks of inadequate pre-acquisition due diligence that can befall an investor, a company or a firm. Speakers then discussed lessons learned from those difficult situations and shared insights into how they aim to ensure that adequate due diligence is conducted – including through embedding compliance processes into larger M&A activities and setting strong compliance expectations within their workplaces. Panelists shared the effects of market conditions on their due diligence activities, as well as how they work under the tight timing constraints that often accompany M&A projects.

Finally, the international subject matter experts shared their insight on the importance of appropriately planned and timely executed post-acquisition compliance integration or PMI. The pre-acquisition due diligence findings can provide crucial information not only for the contractual negotiations, but also for the effective prioritisation of required compliance integration steps after closing.