Mergers and Acquisitions Governance, Risk and Compliance Due Diligence

Client Challenge

The Client, a Tier 1 Private Equity firm with operations in the US and the UK, reached out to TORI to carry out a Governance, Risk and Compliance due diligence for the potential acquisition of a UK based Wealth Management & Financial Advisory firm with assets in excess of £700 million.

What We Did

Following an assessment of the ‘as is’ state TORI provided a detailed report with findings and suggested actions to minimise potential risk related to the business before concluding the purchase. ​​

Some of the key areas of the report were:​​

Governance​

  • Governance members and corporate structure​
  • Remuneration and incentive regime, contracts with partners and Senior Management​​

Risk​

  • Review existing Business Risk Management framework (Policies), including critical areas such as IT, Operations and Suppliers​
  • Review existing procedures on Risk profiling related to clients, suppliers and internal stakeholders​
  • Review existing employee training and competence framework​

Compliance​

  • Financial Crime, including Anti-Money Laundering, Bribery Act 2010​
  • Conflict of interest and Complaints Handling​
  • Data Protection​
  • Regulatory reporting​

Outcome & Results

As a result of our report and assessments:​

  • All findings were discussed and clarified between the acquisition Target’s leadership team and our client​
  • For the Critical and High Risk aspects, an action plan was established in conjunction with the Target’s Senior Management before completing the transaction​
  • For Medium and Low risk elements, a recommendation and follow up plan was set to ensure those elements will be resolved and mitigated post transaction​
  • A transaction competition agreement was set subject to resolving those critical and high risk elements defined as part of the assessment​
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